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[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 tm239181d2_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Praxis Precision Medicines, Inc. 99 High Street, 30t h Floor Boston, MA 02110 www.praxismedicines.com Privileged and Confidential March 21, 2023 Nicole Sweeny Re: Separation Letter Agreement Dear Nicole, This letter confirms (1) the termination of your employment relationship with Praxis Precision Medicines, Inc. (“Praxis”), and (2) your separation from Praxis (the “Agreement”). This Agreement outlines the parties’ formal separation. You acknowledge that you are entering into this Agreement knowingly and voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claims, even if the employer believes, as is the case here, that no such claims exist. By proposing and entering into this Agreement, Praxis is not admitting in any way that it violated any legal obligation that is or was owed to you. With those understandings, the parties agree as follows: 1. Separation from Employment This confirms that your employment with Praxis is ending effective on March 31, 2023 (the “Separation Date”). Praxis shall pay you (a) all wages that are due to you up to and through the Separation Date, (b) any expense reimbursements owed to you in accordance with the Praxis’ expense reimbursement policy and (c) any amount accrued and arising from your participation in, or benefits accrued under any employee benefit plans, programs or arrangements of Praxis, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, Praxis shall not dispute your eligibility for such benefits. This shall not affect Praxis’ obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility. 2. Severance Benefits (a) Severance Pay. Based on your adherence to the covenants, representations, warranties and obligations set forth in this Agreement, Praxis agrees to pay you separation payments of $337,500.00 (“Severance Pay”), consisting of 9 months of salary. The Severance Pay will be paid to you in substantially equal installments on Praxis’ normal payroll schedule over the 9 month period following the Separation Date, beginning on the first payroll after the Effective Date of this Agreement, which initial payment shall include any amounts that otherwise would have been paid to prior to such first payroll date. The Severance Pay shall be subject to applicable deductions and withholdings. You will not receive any additional compensation from Praxis other than that which is specified herein. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 1/10 (b) Health Benefits. If you elect COBRA continuation coverage, Praxis shall pay the same portion of premiums that it pays for active employees, for the same level of group coverage as in effect for you on the Separation Date, until the earliest of the following: (i) 9 months following the Separation Date; (ii) your eligibility for group coverage through other employment; or (iii) the end of your eligibility under COBRA for continuation coverage for medical care. You will be responsible for paying the remaining portion of the premiums for such coverage as if you remained employed. You agree to notify Praxis promptly if you become eligible for group coverage through another employer. You also agree to respond promptly and fully to Praxis regarding any reasonable requests for information concerning your eligibility for such coverage. You may continue coverage after the end of the Severance Pay period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. Notwithstanding the foregoing, if Praxis determines at any time that its payments pursuant to this subsection may be taxable income to you, it may convert such payments to payroll payments directly to you on Praxis\\' regular payroll dates, which shall be subject to tax-related deductions and withholdings. If Praxis determines that it cannot provide for COBRA coverage, it shall make such Special Cash Payments as described in Section 5.2(b) of your Employment Agreement. 3. Continuing Obligations You acknowledge that your obligations under your Employee Confidentiality, Assignment, and Nonsolicitation Agreement, executed by you on July 20, 2020 (“Confidentiality Agreement”), shall continue in full force and effect, including without limitation, your obligations to maintain the confidentiality of Proprietary Information as defined in the Confidentiality Agreement, to promptly return documents, and other property of Praxis and/or its affiliates, and to comply with your ongoing obligations regarding non-solicitation. A copy of the Confidentiality Agreement is attached as Exhibit A. You also acknowledge that your obligations regarding non-competition under your Noncompetition Agreement, attached hereto as Exhibit B, shall continue in full force and effect. Further, the Parties agree to incorporate into this Agreement the obligations further set out and attached hereto as Exhibit C with respect to non-solicitation obligations following the Separation Date (such obligations, together with the obligations set forth in Exhibit A and Exhibit B, the “Restrictive Covenants”). You further reaffirm and agree that you have at all times complied with and/or will continue to comply with the Restrictive Covenants. 4. Release of Claims In consideration of the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge Praxis, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all suits, claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claim(s)”) that, as of the Separation Date, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company or the separation thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, and any claims: ·relating to your employment by and ending of employment with Praxis; ·of wrongful discharge or violation of public policy; ·of breach of contract; ·of defamation or other torts; ·any claims arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); ·the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; ·The Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (“ADEA”); 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 2/10 ·the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; ·the False Claims Act , 31 U.S.C. § 3729 et seq.; ·the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; ·the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; ·the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; ·the Sarbanes-Oxley Act of 2002; ·the Massachusetts Law Against Discrimination, G.L. c. 151B, as amended; ·the Massachusetts Equal Rights Act, G.L. c. 93, as amended; ·the Massachusetts Civil Rights Act, G.L. c. 12, as amended; ·the Massachusetts Privacy Statute, G.L. c. 214, § 1B, as amended; ·the Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C; ·the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq.; ·the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; ·the Massachusetts Workers’ Compensation Act, G.L. c. 152, § 75B; ·the Massachusetts Small Necessities Act, G.L. c. 149, § 52D; ·the Massachusetts Equal Pay Act, G.L. c. 149, § 105A-C; ·the Massachusetts Equal Rights for the Elderly and Disabled, G.L. c. 93, § 103; ·the Massachusetts AIDS Testing statute, G.L. c. 111, §70F; ·the Massachusetts Consumer Protection Act, G.L. c. 93A; ·Massachusetts Employment Leave for Victims and Family Members of Abuse, G.L. c. 149, §52E, as amended; ·the Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C; ·the Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq.; ·the Massachusetts Parental Leave Act, G.L. c. 149, § 105D; ·the Massachusetts Age Discrimination Law, G.L. c. 149 §24 A et seq.; ·for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148- lS0C, or otherwise; and ·for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief or attorney’s fees; provided, however, that this release shall not affect your vested rights under Praxis\\' Section 401(k) plan, your vested stock option or other stock-based awards under Praxis’ equity incentive plans (“Stock Option Documents”) or your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney\\'s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to Praxis to enter into this Agreement, you represent that you have not assigned any Claim to any third party. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 3/10 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 4/10 You acknowledge that you have been provided with all time off afforded to you under the law. You also acknowledge and agree that you have been paid all compensation you earned by virtue of your employment with Praxis. The Severance Pay is made in full satisfaction of any and all Claims for salary, wages, overtime, bonuses, commissions, vacation pay, paid time off, severance pay, bonus pay, incentive pay, or any other compensation or benefits to which you are or may claim to be entitled. 5. Confidentiality of Agreement-Related Information You agree, to the fullest extent permitted by law, to keep all Agreement-Related Information completely confidential. “Agreement- Related Information” means any allegations of wrongful conduct by Praxis or any of its representatives, the negotiations leading to this Agreement and the existence and terms of this Agreement. Notwithstanding the foregoing, you may disclose Agreement- Related Information to your spouse, your attorney and your financial advisors, provided that they first agree for the benefit of Praxis, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Praxis with advance written notice and a reasonable opportunity to contest such subpoena or court order and that you share only the amount of Agreement-Related Information necessary to comply with such subpoena or duly issued court order. 6 Non-Disparagement You agree not to make any disparaging statements concerning Praxis or any of its affiliates or subsidiaries, products, services or current or former directors, officers, employees, advisors, agents, successors and permitted assigns or subsidiaries of Praxis. 7. Protected Disclosures and Other Protected Actions Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to Praxis, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any Claim on your behalf, or if any other third party pursues any Claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action). In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Confidentiality Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Neither the non-disclosure nor the non-disparagement obligations of this Agreement in any way limit your right, where applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (EEOC) and/or Massachusetts Commission Against Discrimination (MCAD) and the National Labor Relations Board (NLRB) or other federal or state regulatory or law enforcement agency or in any way affect your obligation to testify truthfully in any legal proceeding. 8. Other Provisions (a) Termination of Payments. If you breach any of your obligations under this Agreement, in addition to any other legal or equitable remedies it may have for such breach, Praxis shall have the right to terminate any payments or health benefits to you or for your benefit under this Agreement. The termination of such payments or health benefits in the event of your breach will not affect your continuing obligations under this Agreement. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 5/10 (b) Absence of Reliance. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of Praxis that are not captured herein. (c) Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any Section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (d) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) Relief. You agree that it would be difficult to measure any harm caused to Praxis that might result from any breach by you of your promises set forth in Sections 3, 4, 5, 6, 7, and 8 (the “Specified Sections”). You further agree that money damages would be an inadequate remedy for any breach of any of the Specified Sections. Accordingly, you agree that if you breach, or propose to breach, any portion of your obligations under any of the Specified Sections, Praxis shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to Praxis and without the necessity of posting a bond. If Praxis prevails in any action to enforce any of the Specified Sections, then you also shall be liable to Praxis for reasonable attorney’s fees and costs incurred by Praxis in enforcing any of the Specified Sections, except as to claims under the Age Discrimination in Employment Act. (f) Governing Law; Venue; Interpretation. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal and state courts located in Boston, Massachusetts (and the appropriate appellate courts therefrom), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and irrevocably waives any objection based on inconvenient forum or lack of personal jurisdiction. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or Praxis or the “drafter” of all or any portion of this Agreement. (g) Entire Agreement. This Agreement constitutes the entire agreement between you and Praxis. This Agreement supersedes any previous agreements or understandings between you and Praxis, except the Stock Option Documents, the Confidentiality Agreement, the Nonsolicitation Agreement and any other obligations specifically preserved in this Agreement. (h) Acknowledgment of Waiver of Claims under ADEA. You understand and acknowledge that you are waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary. You understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date you sign this Agreement. You understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. Praxis advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for forty-five (45) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Alex Nemiroff, General Counsel at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) business days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Alex Nemiroff, General Counsel, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) business day revocation period. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 6/10 This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). i) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signed copy of this Agreement, including by industry standard electronic signature software, delivered by facsimile, e-mail of a .pdf or other reliable means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed Agreement electronically or delivery by facsimile, e-mail of a .pdf or other reliable means of electronic transmission. Please indicate your agreement to the terms of this Agreement by signing and returning to Praxis, the original or a PDF copy of this Agreement within the time period set forth above. Sincerely, /s/ Alex Nemiroff Alex Nemiroff General Counsel PRAXIS PRECISION MEDICINES, INC. You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms and obligations. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement. Read and Acknowledged Signature:/s/ Nicole Sweeny Name: Nicole Sweeny Date: 3/21/23 Enclosures (Exhibit A): Confidentiality Agreement (Exhibit B): Noncompetition Agreement (Exhibit C): Additional Covenants regarding Non-solicitation 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 7/10 Exhibit A Employee Confidentiality, Assignment and Nonsolicitation Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 8/10 Exhibit B Noncompetition Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 9/10 Exhibit C Additional Covenants [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 10/10" }, { "role": "assistant", "content": "{\"clause_text\": \"This confirms that your employment with Praxis is ending effective on March 31, 2023.\", \"clause_type\": \"Termination Date\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"The clause clearly states the separation date and ensures communication of employment cessation.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 tm239181d2_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Praxis Precision Medicines, Inc. 99 High Street, 30t h Floor Boston, MA 02110 www.praxismedicines.com Privileged and Confidential March 21, 2023 Nicole Sweeny Re: Separation Letter Agreement Dear Nicole, This letter confirms (1) the termination of your employment relationship with Praxis Precision Medicines, Inc. (“Praxis”), and (2) your separation from Praxis (the “Agreement”). This Agreement outlines the parties’ formal separation. You acknowledge that you are entering into this Agreement knowingly and voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claims, even if the employer believes, as is the case here, that no such claims exist. By proposing and entering into this Agreement, Praxis is not admitting in any way that it violated any legal obligation that is or was owed to you. With those understandings, the parties agree as follows: 1. Separation from Employment This confirms that your employment with Praxis is ending effective on March 31, 2023 (the “Separation Date”). Praxis shall pay you (a) all wages that are due to you up to and through the Separation Date, (b) any expense reimbursements owed to you in accordance with the Praxis’ expense reimbursement policy and (c) any amount accrued and arising from your participation in, or benefits accrued under any employee benefit plans, programs or arrangements of Praxis, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, Praxis shall not dispute your eligibility for such benefits. This shall not affect Praxis’ obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility. 2. Severance Benefits (a) Severance Pay. Based on your adherence to the covenants, representations, warranties and obligations set forth in this Agreement, Praxis agrees to pay you separation payments of $337,500.00 (“Severance Pay”), consisting of 9 months of salary. The Severance Pay will be paid to you in substantially equal installments on Praxis’ normal payroll schedule over the 9 month period following the Separation Date, beginning on the first payroll after the Effective Date of this Agreement, which initial payment shall include any amounts that otherwise would have been paid to prior to such first payroll date. The Severance Pay shall be subject to applicable deductions and withholdings. You will not receive any additional compensation from Praxis other than that which is specified herein. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 1/10 (b) Health Benefits. If you elect COBRA continuation coverage, Praxis shall pay the same portion of premiums that it pays for active employees, for the same level of group coverage as in effect for you on the Separation Date, until the earliest of the following: (i) 9 months following the Separation Date; (ii) your eligibility for group coverage through other employment; or (iii) the end of your eligibility under COBRA for continuation coverage for medical care. You will be responsible for paying the remaining portion of the premiums for such coverage as if you remained employed. You agree to notify Praxis promptly if you become eligible for group coverage through another employer. You also agree to respond promptly and fully to Praxis regarding any reasonable requests for information concerning your eligibility for such coverage. You may continue coverage after the end of the Severance Pay period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. Notwithstanding the foregoing, if Praxis determines at any time that its payments pursuant to this subsection may be taxable income to you, it may convert such payments to payroll payments directly to you on Praxis\\' regular payroll dates, which shall be subject to tax-related deductions and withholdings. If Praxis determines that it cannot provide for COBRA coverage, it shall make such Special Cash Payments as described in Section 5.2(b) of your Employment Agreement. 3. Continuing Obligations You acknowledge that your obligations under your Employee Confidentiality, Assignment, and Nonsolicitation Agreement, executed by you on July 20, 2020 (“Confidentiality Agreement”), shall continue in full force and effect, including without limitation, your obligations to maintain the confidentiality of Proprietary Information as defined in the Confidentiality Agreement, to promptly return documents, and other property of Praxis and/or its affiliates, and to comply with your ongoing obligations regarding non-solicitation. A copy of the Confidentiality Agreement is attached as Exhibit A. You also acknowledge that your obligations regarding non-competition under your Noncompetition Agreement, attached hereto as Exhibit B, shall continue in full force and effect. Further, the Parties agree to incorporate into this Agreement the obligations further set out and attached hereto as Exhibit C with respect to non-solicitation obligations following the Separation Date (such obligations, together with the obligations set forth in Exhibit A and Exhibit B, the “Restrictive Covenants”). You further reaffirm and agree that you have at all times complied with and/or will continue to comply with the Restrictive Covenants. 4. Release of Claims In consideration of the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge Praxis, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all suits, claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claim(s)”) that, as of the Separation Date, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company or the separation thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, and any claims: ·relating to your employment by and ending of employment with Praxis; ·of wrongful discharge or violation of public policy; ·of breach of contract; ·of defamation or other torts; ·any claims arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); ·the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; ·The Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (“ADEA”); 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 2/10 ·the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; ·the False Claims Act , 31 U.S.C. § 3729 et seq.; ·the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; ·the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; ·the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; ·the Sarbanes-Oxley Act of 2002; ·the Massachusetts Law Against Discrimination, G.L. c. 151B, as amended; ·the Massachusetts Equal Rights Act, G.L. c. 93, as amended; ·the Massachusetts Civil Rights Act, G.L. c. 12, as amended; ·the Massachusetts Privacy Statute, G.L. c. 214, § 1B, as amended; ·the Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C; ·the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq.; ·the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; ·the Massachusetts Workers’ Compensation Act, G.L. c. 152, § 75B; ·the Massachusetts Small Necessities Act, G.L. c. 149, § 52D; ·the Massachusetts Equal Pay Act, G.L. c. 149, § 105A-C; ·the Massachusetts Equal Rights for the Elderly and Disabled, G.L. c. 93, § 103; ·the Massachusetts AIDS Testing statute, G.L. c. 111, §70F; ·the Massachusetts Consumer Protection Act, G.L. c. 93A; ·Massachusetts Employment Leave for Victims and Family Members of Abuse, G.L. c. 149, §52E, as amended; ·the Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C; ·the Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq.; ·the Massachusetts Parental Leave Act, G.L. c. 149, § 105D; ·the Massachusetts Age Discrimination Law, G.L. c. 149 §24 A et seq.; ·for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148- lS0C, or otherwise; and ·for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief or attorney’s fees; provided, however, that this release shall not affect your vested rights under Praxis\\' Section 401(k) plan, your vested stock option or other stock-based awards under Praxis’ equity incentive plans (“Stock Option Documents”) or your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney\\'s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to Praxis to enter into this Agreement, you represent that you have not assigned any Claim to any third party. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 3/10 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 4/10 You acknowledge that you have been provided with all time off afforded to you under the law. You also acknowledge and agree that you have been paid all compensation you earned by virtue of your employment with Praxis. The Severance Pay is made in full satisfaction of any and all Claims for salary, wages, overtime, bonuses, commissions, vacation pay, paid time off, severance pay, bonus pay, incentive pay, or any other compensation or benefits to which you are or may claim to be entitled. 5. Confidentiality of Agreement-Related Information You agree, to the fullest extent permitted by law, to keep all Agreement-Related Information completely confidential. “Agreement- Related Information” means any allegations of wrongful conduct by Praxis or any of its representatives, the negotiations leading to this Agreement and the existence and terms of this Agreement. Notwithstanding the foregoing, you may disclose Agreement- Related Information to your spouse, your attorney and your financial advisors, provided that they first agree for the benefit of Praxis, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Praxis with advance written notice and a reasonable opportunity to contest such subpoena or court order and that you share only the amount of Agreement-Related Information necessary to comply with such subpoena or duly issued court order. 6 Non-Disparagement You agree not to make any disparaging statements concerning Praxis or any of its affiliates or subsidiaries, products, services or current or former directors, officers, employees, advisors, agents, successors and permitted assigns or subsidiaries of Praxis. 7. Protected Disclosures and Other Protected Actions Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to Praxis, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any Claim on your behalf, or if any other third party pursues any Claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action). In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Confidentiality Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Neither the non-disclosure nor the non-disparagement obligations of this Agreement in any way limit your right, where applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (EEOC) and/or Massachusetts Commission Against Discrimination (MCAD) and the National Labor Relations Board (NLRB) or other federal or state regulatory or law enforcement agency or in any way affect your obligation to testify truthfully in any legal proceeding. 8. Other Provisions (a) Termination of Payments. If you breach any of your obligations under this Agreement, in addition to any other legal or equitable remedies it may have for such breach, Praxis shall have the right to terminate any payments or health benefits to you or for your benefit under this Agreement. The termination of such payments or health benefits in the event of your breach will not affect your continuing obligations under this Agreement. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 5/10 (b) Absence of Reliance. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of Praxis that are not captured herein. (c) Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any Section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (d) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) Relief. You agree that it would be difficult to measure any harm caused to Praxis that might result from any breach by you of your promises set forth in Sections 3, 4, 5, 6, 7, and 8 (the “Specified Sections”). You further agree that money damages would be an inadequate remedy for any breach of any of the Specified Sections. Accordingly, you agree that if you breach, or propose to breach, any portion of your obligations under any of the Specified Sections, Praxis shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to Praxis and without the necessity of posting a bond. If Praxis prevails in any action to enforce any of the Specified Sections, then you also shall be liable to Praxis for reasonable attorney’s fees and costs incurred by Praxis in enforcing any of the Specified Sections, except as to claims under the Age Discrimination in Employment Act. (f) Governing Law; Venue; Interpretation. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal and state courts located in Boston, Massachusetts (and the appropriate appellate courts therefrom), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and irrevocably waives any objection based on inconvenient forum or lack of personal jurisdiction. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or Praxis or the “drafter” of all or any portion of this Agreement. (g) Entire Agreement. This Agreement constitutes the entire agreement between you and Praxis. This Agreement supersedes any previous agreements or understandings between you and Praxis, except the Stock Option Documents, the Confidentiality Agreement, the Nonsolicitation Agreement and any other obligations specifically preserved in this Agreement. (h) Acknowledgment of Waiver of Claims under ADEA. You understand and acknowledge that you are waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary. You understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date you sign this Agreement. You understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. Praxis advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for forty-five (45) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Alex Nemiroff, General Counsel at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) business days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Alex Nemiroff, General Counsel, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) business day revocation period. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 6/10 This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). i) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signed copy of this Agreement, including by industry standard electronic signature software, delivered by facsimile, e-mail of a .pdf or other reliable means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed Agreement electronically or delivery by facsimile, e-mail of a .pdf or other reliable means of electronic transmission. Please indicate your agreement to the terms of this Agreement by signing and returning to Praxis, the original or a PDF copy of this Agreement within the time period set forth above. Sincerely, /s/ Alex Nemiroff Alex Nemiroff General Counsel PRAXIS PRECISION MEDICINES, INC. You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms and obligations. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement. Read and Acknowledged Signature:/s/ Nicole Sweeny Name: Nicole Sweeny Date: 3/21/23 Enclosures (Exhibit A): Confidentiality Agreement (Exhibit B): Noncompetition Agreement (Exhibit C): Additional Covenants regarding Non-solicitation 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 7/10 Exhibit A Employee Confidentiality, Assignment and Nonsolicitation Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 8/10 Exhibit B Noncompetition Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 9/10 Exhibit C Additional Covenants [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 10/10" }, { "role": "assistant", "content": "{\"clause_text\": \"Praxis shall pay you all wages that are due to you up to and through the Separation Date.\", \"clause_type\": \"Final Payment\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"This aligns with legal requirements for settling dues before or on termination.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 tm239181d2_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Praxis Precision Medicines, Inc. 99 High Street, 30t h Floor Boston, MA 02110 www.praxismedicines.com Privileged and Confidential March 21, 2023 Nicole Sweeny Re: Separation Letter Agreement Dear Nicole, This letter confirms (1) the termination of your employment relationship with Praxis Precision Medicines, Inc. (“Praxis”), and (2) your separation from Praxis (the “Agreement”). This Agreement outlines the parties’ formal separation. You acknowledge that you are entering into this Agreement knowingly and voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claims, even if the employer believes, as is the case here, that no such claims exist. By proposing and entering into this Agreement, Praxis is not admitting in any way that it violated any legal obligation that is or was owed to you. With those understandings, the parties agree as follows: 1. Separation from Employment This confirms that your employment with Praxis is ending effective on March 31, 2023 (the “Separation Date”). Praxis shall pay you (a) all wages that are due to you up to and through the Separation Date, (b) any expense reimbursements owed to you in accordance with the Praxis’ expense reimbursement policy and (c) any amount accrued and arising from your participation in, or benefits accrued under any employee benefit plans, programs or arrangements of Praxis, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, Praxis shall not dispute your eligibility for such benefits. This shall not affect Praxis’ obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility. 2. Severance Benefits (a) Severance Pay. Based on your adherence to the covenants, representations, warranties and obligations set forth in this Agreement, Praxis agrees to pay you separation payments of $337,500.00 (“Severance Pay”), consisting of 9 months of salary. The Severance Pay will be paid to you in substantially equal installments on Praxis’ normal payroll schedule over the 9 month period following the Separation Date, beginning on the first payroll after the Effective Date of this Agreement, which initial payment shall include any amounts that otherwise would have been paid to prior to such first payroll date. The Severance Pay shall be subject to applicable deductions and withholdings. You will not receive any additional compensation from Praxis other than that which is specified herein. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 1/10 (b) Health Benefits. If you elect COBRA continuation coverage, Praxis shall pay the same portion of premiums that it pays for active employees, for the same level of group coverage as in effect for you on the Separation Date, until the earliest of the following: (i) 9 months following the Separation Date; (ii) your eligibility for group coverage through other employment; or (iii) the end of your eligibility under COBRA for continuation coverage for medical care. You will be responsible for paying the remaining portion of the premiums for such coverage as if you remained employed. You agree to notify Praxis promptly if you become eligible for group coverage through another employer. You also agree to respond promptly and fully to Praxis regarding any reasonable requests for information concerning your eligibility for such coverage. You may continue coverage after the end of the Severance Pay period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. Notwithstanding the foregoing, if Praxis determines at any time that its payments pursuant to this subsection may be taxable income to you, it may convert such payments to payroll payments directly to you on Praxis\\' regular payroll dates, which shall be subject to tax-related deductions and withholdings. If Praxis determines that it cannot provide for COBRA coverage, it shall make such Special Cash Payments as described in Section 5.2(b) of your Employment Agreement. 3. Continuing Obligations You acknowledge that your obligations under your Employee Confidentiality, Assignment, and Nonsolicitation Agreement, executed by you on July 20, 2020 (“Confidentiality Agreement”), shall continue in full force and effect, including without limitation, your obligations to maintain the confidentiality of Proprietary Information as defined in the Confidentiality Agreement, to promptly return documents, and other property of Praxis and/or its affiliates, and to comply with your ongoing obligations regarding non-solicitation. A copy of the Confidentiality Agreement is attached as Exhibit A. You also acknowledge that your obligations regarding non-competition under your Noncompetition Agreement, attached hereto as Exhibit B, shall continue in full force and effect. Further, the Parties agree to incorporate into this Agreement the obligations further set out and attached hereto as Exhibit C with respect to non-solicitation obligations following the Separation Date (such obligations, together with the obligations set forth in Exhibit A and Exhibit B, the “Restrictive Covenants”). You further reaffirm and agree that you have at all times complied with and/or will continue to comply with the Restrictive Covenants. 4. Release of Claims In consideration of the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge Praxis, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all suits, claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claim(s)”) that, as of the Separation Date, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company or the separation thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, and any claims: ·relating to your employment by and ending of employment with Praxis; ·of wrongful discharge or violation of public policy; ·of breach of contract; ·of defamation or other torts; ·any claims arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); ·the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; ·The Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (“ADEA”); 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 2/10 ·the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; ·the False Claims Act , 31 U.S.C. § 3729 et seq.; ·the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; ·the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; ·the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; ·the Sarbanes-Oxley Act of 2002; ·the Massachusetts Law Against Discrimination, G.L. c. 151B, as amended; ·the Massachusetts Equal Rights Act, G.L. c. 93, as amended; ·the Massachusetts Civil Rights Act, G.L. c. 12, as amended; ·the Massachusetts Privacy Statute, G.L. c. 214, § 1B, as amended; ·the Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C; ·the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq.; ·the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; ·the Massachusetts Workers’ Compensation Act, G.L. c. 152, § 75B; ·the Massachusetts Small Necessities Act, G.L. c. 149, § 52D; ·the Massachusetts Equal Pay Act, G.L. c. 149, § 105A-C; ·the Massachusetts Equal Rights for the Elderly and Disabled, G.L. c. 93, § 103; ·the Massachusetts AIDS Testing statute, G.L. c. 111, §70F; ·the Massachusetts Consumer Protection Act, G.L. c. 93A; ·Massachusetts Employment Leave for Victims and Family Members of Abuse, G.L. c. 149, §52E, as amended; ·the Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C; ·the Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq.; ·the Massachusetts Parental Leave Act, G.L. c. 149, § 105D; ·the Massachusetts Age Discrimination Law, G.L. c. 149 §24 A et seq.; ·for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148- lS0C, or otherwise; and ·for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief or attorney’s fees; provided, however, that this release shall not affect your vested rights under Praxis\\' Section 401(k) plan, your vested stock option or other stock-based awards under Praxis’ equity incentive plans (“Stock Option Documents”) or your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney\\'s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to Praxis to enter into this Agreement, you represent that you have not assigned any Claim to any third party. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 3/10 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 4/10 You acknowledge that you have been provided with all time off afforded to you under the law. You also acknowledge and agree that you have been paid all compensation you earned by virtue of your employment with Praxis. The Severance Pay is made in full satisfaction of any and all Claims for salary, wages, overtime, bonuses, commissions, vacation pay, paid time off, severance pay, bonus pay, incentive pay, or any other compensation or benefits to which you are or may claim to be entitled. 5. Confidentiality of Agreement-Related Information You agree, to the fullest extent permitted by law, to keep all Agreement-Related Information completely confidential. “Agreement- Related Information” means any allegations of wrongful conduct by Praxis or any of its representatives, the negotiations leading to this Agreement and the existence and terms of this Agreement. Notwithstanding the foregoing, you may disclose Agreement- Related Information to your spouse, your attorney and your financial advisors, provided that they first agree for the benefit of Praxis, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Praxis with advance written notice and a reasonable opportunity to contest such subpoena or court order and that you share only the amount of Agreement-Related Information necessary to comply with such subpoena or duly issued court order. 6 Non-Disparagement You agree not to make any disparaging statements concerning Praxis or any of its affiliates or subsidiaries, products, services or current or former directors, officers, employees, advisors, agents, successors and permitted assigns or subsidiaries of Praxis. 7. Protected Disclosures and Other Protected Actions Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to Praxis, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any Claim on your behalf, or if any other third party pursues any Claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action). In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Confidentiality Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Neither the non-disclosure nor the non-disparagement obligations of this Agreement in any way limit your right, where applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (EEOC) and/or Massachusetts Commission Against Discrimination (MCAD) and the National Labor Relations Board (NLRB) or other federal or state regulatory or law enforcement agency or in any way affect your obligation to testify truthfully in any legal proceeding. 8. Other Provisions (a) Termination of Payments. If you breach any of your obligations under this Agreement, in addition to any other legal or equitable remedies it may have for such breach, Praxis shall have the right to terminate any payments or health benefits to you or for your benefit under this Agreement. The termination of such payments or health benefits in the event of your breach will not affect your continuing obligations under this Agreement. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 5/10 (b) Absence of Reliance. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of Praxis that are not captured herein. (c) Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any Section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (d) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) Relief. You agree that it would be difficult to measure any harm caused to Praxis that might result from any breach by you of your promises set forth in Sections 3, 4, 5, 6, 7, and 8 (the “Specified Sections”). You further agree that money damages would be an inadequate remedy for any breach of any of the Specified Sections. Accordingly, you agree that if you breach, or propose to breach, any portion of your obligations under any of the Specified Sections, Praxis shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to Praxis and without the necessity of posting a bond. If Praxis prevails in any action to enforce any of the Specified Sections, then you also shall be liable to Praxis for reasonable attorney’s fees and costs incurred by Praxis in enforcing any of the Specified Sections, except as to claims under the Age Discrimination in Employment Act. (f) Governing Law; Venue; Interpretation. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal and state courts located in Boston, Massachusetts (and the appropriate appellate courts therefrom), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and irrevocably waives any objection based on inconvenient forum or lack of personal jurisdiction. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or Praxis or the “drafter” of all or any portion of this Agreement. (g) Entire Agreement. This Agreement constitutes the entire agreement between you and Praxis. This Agreement supersedes any previous agreements or understandings between you and Praxis, except the Stock Option Documents, the Confidentiality Agreement, the Nonsolicitation Agreement and any other obligations specifically preserved in this Agreement. (h) Acknowledgment of Waiver of Claims under ADEA. You understand and acknowledge that you are waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary. You understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date you sign this Agreement. You understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. Praxis advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for forty-five (45) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Alex Nemiroff, General Counsel at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) business days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Alex Nemiroff, General Counsel, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) business day revocation period. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 6/10 This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). i) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signed copy of this Agreement, including by industry standard electronic signature software, delivered by facsimile, e-mail of a .pdf or other reliable means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed Agreement electronically or delivery by facsimile, e-mail of a .pdf or other reliable means of electronic transmission. Please indicate your agreement to the terms of this Agreement by signing and returning to Praxis, the original or a PDF copy of this Agreement within the time period set forth above. Sincerely, /s/ Alex Nemiroff Alex Nemiroff General Counsel PRAXIS PRECISION MEDICINES, INC. You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms and obligations. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement. Read and Acknowledged Signature:/s/ Nicole Sweeny Name: Nicole Sweeny Date: 3/21/23 Enclosures (Exhibit A): Confidentiality Agreement (Exhibit B): Noncompetition Agreement (Exhibit C): Additional Covenants regarding Non-solicitation 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 7/10 Exhibit A Employee Confidentiality, Assignment and Nonsolicitation Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 8/10 Exhibit B Noncompetition Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 9/10 Exhibit C Additional Covenants [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 10/10" }, { "role": "assistant", "content": "{\"clause_text\": \"Praxis shall not dispute your eligibility for such [unemployment] benefits.\", \"clause_type\": \"Unemployment Benefits\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Supports the right to claim unemployment without employer opposition.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.9 3 west-20221231xex10d9.htm EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Robert McKinney (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Legal Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be either Concord, North Carolina or the Company’ s headq uarters in Little Rock, Arkansas, as mutually agreed, and subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 1/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 2/32-2-publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 12016/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 3/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 4/32-3-consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness. (b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Exec utive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Exec utive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , toget her with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 1 1(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity;16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 5/32-4-(iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s then-current primary place of employmen t as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement. In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 6/32subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 7/32-5-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 8/32provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “ Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 9/32-6-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 10/32-7-the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employm ent by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 11/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 12/32-8-(d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 13/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 14/32suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 15/32-9-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 16/32-10-the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threaten ed breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁne d below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that should not have been so paid or distributed (each, an16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 17/32-11-“Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 18/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 19/32-12-(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 20/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 21/32-13-this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 22/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 23/32-14-(f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 24/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 25/32-15-that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’ s separation from service (as determined in accordance with Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 26/32[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Robert McKinney Robert McKinney WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 27/32Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Robert McKinney (“Executive ”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1. General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionally release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 28/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 29/32-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section 1(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section 1(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2. Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3. Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 30/32-A-3-4. No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5. Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6. Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7. Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 31/32-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Robert McKinney Dated as of:16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive shall serve as Chief Legal Officer of the Company.\", \"clause_type\": \"Role Designation\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Defines a specific role and responsibility in line with typical employment structures.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.9 3 west-20221231xex10d9.htm EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Robert McKinney (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Legal Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be either Concord, North Carolina or the Company’ s headq uarters in Little Rock, Arkansas, as mutually agreed, and subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 1/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 2/32-2-publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 12016/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 3/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 4/32-3-consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness. (b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Exec utive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Exec utive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , toget her with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 1 1(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity;16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 5/32-4-(iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s then-current primary place of employmen t as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement. In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 6/32subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 7/32-5-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 8/32provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “ Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 9/32-6-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 10/32-7-the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employm ent by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 11/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 12/32-8-(d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 13/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 14/32suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 15/32-9-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 16/32-10-the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threaten ed breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁne d below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that should not have been so paid or distributed (each, an16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 17/32-11-“Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 18/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 19/32-12-(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 20/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 21/32-13-this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 22/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 23/32-14-(f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 24/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 25/32-15-that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’ s separation from service (as determined in accordance with Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 26/32[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Robert McKinney Robert McKinney WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 27/32Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Robert McKinney (“Executive ”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1. General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionally release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 28/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 29/32-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section 1(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section 1(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2. Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3. Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 30/32-A-3-4. No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5. Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6. Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7. Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 31/32-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Robert McKinney Dated as of:16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive shall devote Executive’s full business attention and time to the business and affairs of the Company.\", \"clause_type\": \"Working Hours Commitment\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Mandates full-time focus, which is standard for such executive roles.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.9 3 west-20221231xex10d9.htm EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Robert McKinney (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Legal Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be either Concord, North Carolina or the Company’ s headq uarters in Little Rock, Arkansas, as mutually agreed, and subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 1/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 2/32-2-publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 12016/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 3/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 4/32-3-consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness. (b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Exec utive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Exec utive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , toget her with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 1 1(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity;16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 5/32-4-(iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s then-current primary place of employmen t as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement. In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 6/32subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 7/32-5-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 8/32provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “ Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 9/32-6-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 10/32-7-the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employm ent by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 11/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 12/32-8-(d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 13/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 14/32suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 15/32-9-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 16/32-10-the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threaten ed breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁne d below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that should not have been so paid or distributed (each, an16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 17/32-11-“Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 18/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 19/32-12-(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 20/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 21/32-13-this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 22/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 23/32-14-(f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 24/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 25/32-15-that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’ s separation from service (as determined in accordance with Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 26/32[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Robert McKinney Robert McKinney WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 27/32Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Robert McKinney (“Executive ”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1. General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionally release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 28/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 29/32-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section 1(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section 1(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2. Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3. Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 30/32-A-3-4. No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5. Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6. Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7. Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 31/32-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Robert McKinney Dated as of:16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive shall receive an annual base salary of no less than $300,000.\", \"clause_type\": \"Salary\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Clearly states remuneration, supporting transparency and fairness.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.9 3 west-20221231xex10d9.htm EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Robert McKinney (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Legal Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be either Concord, North Carolina or the Company’ s headq uarters in Little Rock, Arkansas, as mutually agreed, and subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 1/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 2/32-2-publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 12016/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 3/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 4/32-3-consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness. (b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Exec utive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Exec utive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , toget her with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 1 1(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity;16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 5/32-4-(iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s then-current primary place of employmen t as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement. In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 6/32subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 7/32-5-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 8/32provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “ Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 9/32-6-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 10/32-7-the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employm ent by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 11/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 12/32-8-(d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 13/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 14/32suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available,16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 15/32-9-16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 16/32-10-the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threaten ed breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁne d below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that should not have been so paid or distributed (each, an16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 17/32-11-“Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 18/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 19/32-12-(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 20/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 21/32-13-this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 22/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 23/32-14-(f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 24/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 25/32-15-that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’ s separation from service (as determined in accordance with Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 26/32[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Robert McKinney Robert McKinney WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 27/32Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Robert McKinney (“Executive ”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1. General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionally release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 28/3216/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 29/32-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section 1(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section 1(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2. Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3. Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 30/32-A-3-4. No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5. Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6. Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7. Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 31/32-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Robert McKinney Dated as of:16/04/2025, 06:22 mcc.law.stanford.edu/capi/ﬁle/1034254 https://mcc.law.stanford.edu/capi/ﬁle/1034254 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive may terminate employment for Good Reason including a material diminution in title, authority, duties or responsibilities.\", \"clause_type\": \"Resignation Terms\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Provides fair provisions for resignation with valid cause.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 tm239181d2_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Praxis Precision Medicines, Inc. 99 High Street, 30t h Floor Boston, MA 02110 www.praxismedicines.com Privileged and Confidential March 21, 2023 Nicole Sweeny Re: Separation Letter Agreement Dear Nicole, This letter confirms (1) the termination of your employment relationship with Praxis Precision Medicines, Inc. (“Praxis”), and (2) your separation from Praxis (the “Agreement”). This Agreement outlines the parties’ formal separation. You acknowledge that you are entering into this Agreement knowingly and voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claims, even if the employer believes, as is the case here, that no such claims exist. By proposing and entering into this Agreement, Praxis is not admitting in any way that it violated any legal obligation that is or was owed to you. With those understandings, the parties agree as follows: 1. Separation from Employment This confirms that your employment with Praxis is ending effective on March 31, 2023 (the “Separation Date”). Praxis shall pay you (a) all wages that are due to you up to and through the Separation Date, (b) any expense reimbursements owed to you in accordance with the Praxis’ expense reimbursement policy and (c) any amount accrued and arising from your participation in, or benefits accrued under any employee benefit plans, programs or arrangements of Praxis, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, Praxis shall not dispute your eligibility for such benefits. This shall not affect Praxis’ obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility. 2. Severance Benefits (a) Severance Pay. Based on your adherence to the covenants, representations, warranties and obligations set forth in this Agreement, Praxis agrees to pay you separation payments of $337,500.00 (“Severance Pay”), consisting of 9 months of salary. The Severance Pay will be paid to you in substantially equal installments on Praxis’ normal payroll schedule over the 9 month period following the Separation Date, beginning on the first payroll after the Effective Date of this Agreement, which initial payment shall include any amounts that otherwise would have been paid to prior to such first payroll date. The Severance Pay shall be subject to applicable deductions and withholdings. You will not receive any additional compensation from Praxis other than that which is specified herein. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 1/10 (b) Health Benefits. If you elect COBRA continuation coverage, Praxis shall pay the same portion of premiums that it pays for active employees, for the same level of group coverage as in effect for you on the Separation Date, until the earliest of the following: (i) 9 months following the Separation Date; (ii) your eligibility for group coverage through other employment; or (iii) the end of your eligibility under COBRA for continuation coverage for medical care. You will be responsible for paying the remaining portion of the premiums for such coverage as if you remained employed. You agree to notify Praxis promptly if you become eligible for group coverage through another employer. You also agree to respond promptly and fully to Praxis regarding any reasonable requests for information concerning your eligibility for such coverage. You may continue coverage after the end of the Severance Pay period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. Notwithstanding the foregoing, if Praxis determines at any time that its payments pursuant to this subsection may be taxable income to you, it may convert such payments to payroll payments directly to you on Praxis\\' regular payroll dates, which shall be subject to tax-related deductions and withholdings. If Praxis determines that it cannot provide for COBRA coverage, it shall make such Special Cash Payments as described in Section 5.2(b) of your Employment Agreement. 3. Continuing Obligations You acknowledge that your obligations under your Employee Confidentiality, Assignment, and Nonsolicitation Agreement, executed by you on July 20, 2020 (“Confidentiality Agreement”), shall continue in full force and effect, including without limitation, your obligations to maintain the confidentiality of Proprietary Information as defined in the Confidentiality Agreement, to promptly return documents, and other property of Praxis and/or its affiliates, and to comply with your ongoing obligations regarding non-solicitation. A copy of the Confidentiality Agreement is attached as Exhibit A. You also acknowledge that your obligations regarding non-competition under your Noncompetition Agreement, attached hereto as Exhibit B, shall continue in full force and effect. Further, the Parties agree to incorporate into this Agreement the obligations further set out and attached hereto as Exhibit C with respect to non-solicitation obligations following the Separation Date (such obligations, together with the obligations set forth in Exhibit A and Exhibit B, the “Restrictive Covenants”). You further reaffirm and agree that you have at all times complied with and/or will continue to comply with the Restrictive Covenants. 4. Release of Claims In consideration of the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge Praxis, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all suits, claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claim(s)”) that, as of the Separation Date, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company or the separation thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, and any claims: ·relating to your employment by and ending of employment with Praxis; ·of wrongful discharge or violation of public policy; ·of breach of contract; ·of defamation or other torts; ·any claims arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); ·the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; ·The Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (“ADEA”); 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 2/10 ·the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; ·the False Claims Act , 31 U.S.C. § 3729 et seq.; ·the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; ·the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; ·the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; ·the Sarbanes-Oxley Act of 2002; ·the Massachusetts Law Against Discrimination, G.L. c. 151B, as amended; ·the Massachusetts Equal Rights Act, G.L. c. 93, as amended; ·the Massachusetts Civil Rights Act, G.L. c. 12, as amended; ·the Massachusetts Privacy Statute, G.L. c. 214, § 1B, as amended; ·the Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C; ·the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq.; ·the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; ·the Massachusetts Workers’ Compensation Act, G.L. c. 152, § 75B; ·the Massachusetts Small Necessities Act, G.L. c. 149, § 52D; ·the Massachusetts Equal Pay Act, G.L. c. 149, § 105A-C; ·the Massachusetts Equal Rights for the Elderly and Disabled, G.L. c. 93, § 103; ·the Massachusetts AIDS Testing statute, G.L. c. 111, §70F; ·the Massachusetts Consumer Protection Act, G.L. c. 93A; ·Massachusetts Employment Leave for Victims and Family Members of Abuse, G.L. c. 149, §52E, as amended; ·the Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C; ·the Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq.; ·the Massachusetts Parental Leave Act, G.L. c. 149, § 105D; ·the Massachusetts Age Discrimination Law, G.L. c. 149 §24 A et seq.; ·for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148- lS0C, or otherwise; and ·for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief or attorney’s fees; provided, however, that this release shall not affect your vested rights under Praxis\\' Section 401(k) plan, your vested stock option or other stock-based awards under Praxis’ equity incentive plans (“Stock Option Documents”) or your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney\\'s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to Praxis to enter into this Agreement, you represent that you have not assigned any Claim to any third party. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 3/10 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 4/10 You acknowledge that you have been provided with all time off afforded to you under the law. You also acknowledge and agree that you have been paid all compensation you earned by virtue of your employment with Praxis. The Severance Pay is made in full satisfaction of any and all Claims for salary, wages, overtime, bonuses, commissions, vacation pay, paid time off, severance pay, bonus pay, incentive pay, or any other compensation or benefits to which you are or may claim to be entitled. 5. Confidentiality of Agreement-Related Information You agree, to the fullest extent permitted by law, to keep all Agreement-Related Information completely confidential. “Agreement- Related Information” means any allegations of wrongful conduct by Praxis or any of its representatives, the negotiations leading to this Agreement and the existence and terms of this Agreement. Notwithstanding the foregoing, you may disclose Agreement- Related Information to your spouse, your attorney and your financial advisors, provided that they first agree for the benefit of Praxis, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Praxis with advance written notice and a reasonable opportunity to contest such subpoena or court order and that you share only the amount of Agreement-Related Information necessary to comply with such subpoena or duly issued court order. 6 Non-Disparagement You agree not to make any disparaging statements concerning Praxis or any of its affiliates or subsidiaries, products, services or current or former directors, officers, employees, advisors, agents, successors and permitted assigns or subsidiaries of Praxis. 7. Protected Disclosures and Other Protected Actions Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to Praxis, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any Claim on your behalf, or if any other third party pursues any Claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action). In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Confidentiality Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Neither the non-disclosure nor the non-disparagement obligations of this Agreement in any way limit your right, where applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (EEOC) and/or Massachusetts Commission Against Discrimination (MCAD) and the National Labor Relations Board (NLRB) or other federal or state regulatory or law enforcement agency or in any way affect your obligation to testify truthfully in any legal proceeding. 8. Other Provisions (a) Termination of Payments. If you breach any of your obligations under this Agreement, in addition to any other legal or equitable remedies it may have for such breach, Praxis shall have the right to terminate any payments or health benefits to you or for your benefit under this Agreement. The termination of such payments or health benefits in the event of your breach will not affect your continuing obligations under this Agreement. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 5/10 (b) Absence of Reliance. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of Praxis that are not captured herein. (c) Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any Section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (d) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) Relief. You agree that it would be difficult to measure any harm caused to Praxis that might result from any breach by you of your promises set forth in Sections 3, 4, 5, 6, 7, and 8 (the “Specified Sections”). You further agree that money damages would be an inadequate remedy for any breach of any of the Specified Sections. Accordingly, you agree that if you breach, or propose to breach, any portion of your obligations under any of the Specified Sections, Praxis shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to Praxis and without the necessity of posting a bond. If Praxis prevails in any action to enforce any of the Specified Sections, then you also shall be liable to Praxis for reasonable attorney’s fees and costs incurred by Praxis in enforcing any of the Specified Sections, except as to claims under the Age Discrimination in Employment Act. (f) Governing Law; Venue; Interpretation. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal and state courts located in Boston, Massachusetts (and the appropriate appellate courts therefrom), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and irrevocably waives any objection based on inconvenient forum or lack of personal jurisdiction. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or Praxis or the “drafter” of all or any portion of this Agreement. (g) Entire Agreement. This Agreement constitutes the entire agreement between you and Praxis. This Agreement supersedes any previous agreements or understandings between you and Praxis, except the Stock Option Documents, the Confidentiality Agreement, the Nonsolicitation Agreement and any other obligations specifically preserved in this Agreement. (h) Acknowledgment of Waiver of Claims under ADEA. You understand and acknowledge that you are waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary. You understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date you sign this Agreement. You understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. Praxis advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for forty-five (45) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Alex Nemiroff, General Counsel at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) business days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Alex Nemiroff, General Counsel, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) business day revocation period. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 6/10 This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). i) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signed copy of this Agreement, including by industry standard electronic signature software, delivered by facsimile, e-mail of a .pdf or other reliable means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed Agreement electronically or delivery by facsimile, e-mail of a .pdf or other reliable means of electronic transmission. Please indicate your agreement to the terms of this Agreement by signing and returning to Praxis, the original or a PDF copy of this Agreement within the time period set forth above. Sincerely, /s/ Alex Nemiroff Alex Nemiroff General Counsel PRAXIS PRECISION MEDICINES, INC. You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms and obligations. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement. Read and Acknowledged Signature:/s/ Nicole Sweeny Name: Nicole Sweeny Date: 3/21/23 Enclosures (Exhibit A): Confidentiality Agreement (Exhibit B): Noncompetition Agreement (Exhibit C): Additional Covenants regarding Non-solicitation 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 7/10 Exhibit A Employee Confidentiality, Assignment and Nonsolicitation Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 8/10 Exhibit B Noncompetition Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 9/10 Exhibit C Additional Covenants [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 10/10" }, { "role": "assistant", "content": "{\"clause_text\": \"Your obligations regarding non-competition under your Noncompetition Agreement shall continue in full force and effect.\", \"clause_type\": \"Non-Compete\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Could limit future employment unfairly if not geographically or temporally restricted.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 tm239181d2_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Praxis Precision Medicines, Inc. 99 High Street, 30t h Floor Boston, MA 02110 www.praxismedicines.com Privileged and Confidential March 21, 2023 Nicole Sweeny Re: Separation Letter Agreement Dear Nicole, This letter confirms (1) the termination of your employment relationship with Praxis Precision Medicines, Inc. (“Praxis”), and (2) your separation from Praxis (the “Agreement”). This Agreement outlines the parties’ formal separation. You acknowledge that you are entering into this Agreement knowingly and voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claims, even if the employer believes, as is the case here, that no such claims exist. By proposing and entering into this Agreement, Praxis is not admitting in any way that it violated any legal obligation that is or was owed to you. With those understandings, the parties agree as follows: 1. Separation from Employment This confirms that your employment with Praxis is ending effective on March 31, 2023 (the “Separation Date”). Praxis shall pay you (a) all wages that are due to you up to and through the Separation Date, (b) any expense reimbursements owed to you in accordance with the Praxis’ expense reimbursement policy and (c) any amount accrued and arising from your participation in, or benefits accrued under any employee benefit plans, programs or arrangements of Praxis, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, Praxis shall not dispute your eligibility for such benefits. This shall not affect Praxis’ obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility. 2. Severance Benefits (a) Severance Pay. Based on your adherence to the covenants, representations, warranties and obligations set forth in this Agreement, Praxis agrees to pay you separation payments of $337,500.00 (“Severance Pay”), consisting of 9 months of salary. The Severance Pay will be paid to you in substantially equal installments on Praxis’ normal payroll schedule over the 9 month period following the Separation Date, beginning on the first payroll after the Effective Date of this Agreement, which initial payment shall include any amounts that otherwise would have been paid to prior to such first payroll date. The Severance Pay shall be subject to applicable deductions and withholdings. You will not receive any additional compensation from Praxis other than that which is specified herein. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 1/10 (b) Health Benefits. If you elect COBRA continuation coverage, Praxis shall pay the same portion of premiums that it pays for active employees, for the same level of group coverage as in effect for you on the Separation Date, until the earliest of the following: (i) 9 months following the Separation Date; (ii) your eligibility for group coverage through other employment; or (iii) the end of your eligibility under COBRA for continuation coverage for medical care. You will be responsible for paying the remaining portion of the premiums for such coverage as if you remained employed. You agree to notify Praxis promptly if you become eligible for group coverage through another employer. You also agree to respond promptly and fully to Praxis regarding any reasonable requests for information concerning your eligibility for such coverage. You may continue coverage after the end of the Severance Pay period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. Notwithstanding the foregoing, if Praxis determines at any time that its payments pursuant to this subsection may be taxable income to you, it may convert such payments to payroll payments directly to you on Praxis\\' regular payroll dates, which shall be subject to tax-related deductions and withholdings. If Praxis determines that it cannot provide for COBRA coverage, it shall make such Special Cash Payments as described in Section 5.2(b) of your Employment Agreement. 3. Continuing Obligations You acknowledge that your obligations under your Employee Confidentiality, Assignment, and Nonsolicitation Agreement, executed by you on July 20, 2020 (“Confidentiality Agreement”), shall continue in full force and effect, including without limitation, your obligations to maintain the confidentiality of Proprietary Information as defined in the Confidentiality Agreement, to promptly return documents, and other property of Praxis and/or its affiliates, and to comply with your ongoing obligations regarding non-solicitation. A copy of the Confidentiality Agreement is attached as Exhibit A. You also acknowledge that your obligations regarding non-competition under your Noncompetition Agreement, attached hereto as Exhibit B, shall continue in full force and effect. Further, the Parties agree to incorporate into this Agreement the obligations further set out and attached hereto as Exhibit C with respect to non-solicitation obligations following the Separation Date (such obligations, together with the obligations set forth in Exhibit A and Exhibit B, the “Restrictive Covenants”). You further reaffirm and agree that you have at all times complied with and/or will continue to comply with the Restrictive Covenants. 4. Release of Claims In consideration of the Severance Pay, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge Praxis, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all suits, claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claim(s)”) that, as of the Separation Date, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever your employment by the Company or the separation thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, claims of any kind that may be brought in any court or administrative agency, and any claims: ·relating to your employment by and ending of employment with Praxis; ·of wrongful discharge or violation of public policy; ·of breach of contract; ·of defamation or other torts; ·any claims arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); ·the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; ·The Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (“ADEA”); 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 2/10 ·the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; ·the False Claims Act , 31 U.S.C. § 3729 et seq.; ·the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; ·the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; ·the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; ·the Sarbanes-Oxley Act of 2002; ·the Massachusetts Law Against Discrimination, G.L. c. 151B, as amended; ·the Massachusetts Equal Rights Act, G.L. c. 93, as amended; ·the Massachusetts Civil Rights Act, G.L. c. 12, as amended; ·the Massachusetts Privacy Statute, G.L. c. 214, § 1B, as amended; ·the Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C; ·the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq.; ·the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; ·the Massachusetts Workers’ Compensation Act, G.L. c. 152, § 75B; ·the Massachusetts Small Necessities Act, G.L. c. 149, § 52D; ·the Massachusetts Equal Pay Act, G.L. c. 149, § 105A-C; ·the Massachusetts Equal Rights for the Elderly and Disabled, G.L. c. 93, § 103; ·the Massachusetts AIDS Testing statute, G.L. c. 111, §70F; ·the Massachusetts Consumer Protection Act, G.L. c. 93A; ·Massachusetts Employment Leave for Victims and Family Members of Abuse, G.L. c. 149, §52E, as amended; ·the Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C; ·the Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq.; ·the Massachusetts Parental Leave Act, G.L. c. 149, § 105D; ·the Massachusetts Age Discrimination Law, G.L. c. 149 §24 A et seq.; ·for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148- lS0C, or otherwise; and ·for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief or attorney’s fees; provided, however, that this release shall not affect your vested rights under Praxis\\' Section 401(k) plan, your vested stock option or other stock-based awards under Praxis’ equity incentive plans (“Stock Option Documents”) or your rights under this Agreement. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney\\'s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to Praxis to enter into this Agreement, you represent that you have not assigned any Claim to any third party. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 3/10 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 4/10 You acknowledge that you have been provided with all time off afforded to you under the law. You also acknowledge and agree that you have been paid all compensation you earned by virtue of your employment with Praxis. The Severance Pay is made in full satisfaction of any and all Claims for salary, wages, overtime, bonuses, commissions, vacation pay, paid time off, severance pay, bonus pay, incentive pay, or any other compensation or benefits to which you are or may claim to be entitled. 5. Confidentiality of Agreement-Related Information You agree, to the fullest extent permitted by law, to keep all Agreement-Related Information completely confidential. “Agreement- Related Information” means any allegations of wrongful conduct by Praxis or any of its representatives, the negotiations leading to this Agreement and the existence and terms of this Agreement. Notwithstanding the foregoing, you may disclose Agreement- Related Information to your spouse, your attorney and your financial advisors, provided that they first agree for the benefit of Praxis, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Praxis with advance written notice and a reasonable opportunity to contest such subpoena or court order and that you share only the amount of Agreement-Related Information necessary to comply with such subpoena or duly issued court order. 6 Non-Disparagement You agree not to make any disparaging statements concerning Praxis or any of its affiliates or subsidiaries, products, services or current or former directors, officers, employees, advisors, agents, successors and permitted assigns or subsidiaries of Praxis. 7. Protected Disclosures and Other Protected Actions Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to Praxis, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any Claim on your behalf, or if any other third party pursues any Claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action). In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Confidentiality Agreement for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Neither the non-disclosure nor the non-disparagement obligations of this Agreement in any way limit your right, where applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (EEOC) and/or Massachusetts Commission Against Discrimination (MCAD) and the National Labor Relations Board (NLRB) or other federal or state regulatory or law enforcement agency or in any way affect your obligation to testify truthfully in any legal proceeding. 8. Other Provisions (a) Termination of Payments. If you breach any of your obligations under this Agreement, in addition to any other legal or equitable remedies it may have for such breach, Praxis shall have the right to terminate any payments or health benefits to you or for your benefit under this Agreement. The termination of such payments or health benefits in the event of your breach will not affect your continuing obligations under this Agreement. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 5/10 (b) Absence of Reliance. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of Praxis that are not captured herein. (c) Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any Section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (d) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. (e) Relief. You agree that it would be difficult to measure any harm caused to Praxis that might result from any breach by you of your promises set forth in Sections 3, 4, 5, 6, 7, and 8 (the “Specified Sections”). You further agree that money damages would be an inadequate remedy for any breach of any of the Specified Sections. Accordingly, you agree that if you breach, or propose to breach, any portion of your obligations under any of the Specified Sections, Praxis shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to Praxis and without the necessity of posting a bond. If Praxis prevails in any action to enforce any of the Specified Sections, then you also shall be liable to Praxis for reasonable attorney’s fees and costs incurred by Praxis in enforcing any of the Specified Sections, except as to claims under the Age Discrimination in Employment Act. (f) Governing Law; Venue; Interpretation. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal and state courts located in Boston, Massachusetts (and the appropriate appellate courts therefrom), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and irrevocably waives any objection based on inconvenient forum or lack of personal jurisdiction. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or Praxis or the “drafter” of all or any portion of this Agreement. (g) Entire Agreement. This Agreement constitutes the entire agreement between you and Praxis. This Agreement supersedes any previous agreements or understandings between you and Praxis, except the Stock Option Documents, the Confidentiality Agreement, the Nonsolicitation Agreement and any other obligations specifically preserved in this Agreement. (h) Acknowledgment of Waiver of Claims under ADEA. You understand and acknowledge that you are waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary. You understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date you sign this Agreement. You understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. Praxis advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for forty-five (45) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Alex Nemiroff, General Counsel at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) business days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Alex Nemiroff, General Counsel, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) business day revocation period. 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 6/10 This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). i) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signed copy of this Agreement, including by industry standard electronic signature software, delivered by facsimile, e-mail of a .pdf or other reliable means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed Agreement electronically or delivery by facsimile, e-mail of a .pdf or other reliable means of electronic transmission. Please indicate your agreement to the terms of this Agreement by signing and returning to Praxis, the original or a PDF copy of this Agreement within the time period set forth above. Sincerely, /s/ Alex Nemiroff Alex Nemiroff General Counsel PRAXIS PRECISION MEDICINES, INC. You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms and obligations. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement. Read and Acknowledged Signature:/s/ Nicole Sweeny Name: Nicole Sweeny Date: 3/21/23 Enclosures (Exhibit A): Confidentiality Agreement (Exhibit B): Noncompetition Agreement (Exhibit C): Additional Covenants regarding Non-solicitation 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 7/10 Exhibit A Employee Confidentiality, Assignment and Nonsolicitation Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 8/10 Exhibit B Noncompetition Agreement [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 9/10 Exhibit C Additional Covenants [Intentionally omitted] 16/04/2025, 06:20 mcc.law.stanford.edu/capi/ﬁle/1033230 https://mcc.law.stanford.edu/capi/ﬁle/1033230 10/10" }, { "role": "assistant", "content": "{\"clause_text\": \"You agree not to make any disparaging statements concerning Praxis.\", \"clause_type\": \"Non-Disparagement\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Standard clause to maintain professional conduct post-termination.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.10 4 west-20221231xex10d10.htm EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Blake Schuhmacher (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Accounting Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be the Company’ s headquarters in Little Rock, Arkansas, subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements, publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 1/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 2/30-2-with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 120 consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 3/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 4/30-3-(b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Executive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , together with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 11(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity; (iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s primary place of employment as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 5/30-4-In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case, subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 6/30-5-unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 7/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 8/30-6-in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employment by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 9/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 10/30-7-written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees. (d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 11/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 12/30-8-Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for repor ting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 13/30-9-document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblow er provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 14/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 15/30-10-deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁned below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that shou ld not have been so paid or distributed (each, an “Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 16/30-11-deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s). (iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 17/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 18/30-12-determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 19/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 20/30-13-any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIA L BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination. (f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with,16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 21/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 22/30-14-the interpretation hereof. For purposes of this Agreement, the term “includ ing” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six- month period immediately following Executive’ s separation from service (as determined in accordance with16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 23/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 24/30-15-Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 25/30[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Blake Schuhmacher Blake Schuhmacher WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 26/30Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Blake Schuhmacher (“Executive ”) as of the date set forth on the signatu re page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1.General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionall y release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 27/30-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section l(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section l(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2.Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3.Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 28/30-A-3-4.No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5.Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6.Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7.Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 29/30-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Blake Schuhmacher Dated as of:16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 30/30" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive shall be entitled to participate in the employee benefit plans applicable to senior executives.\", \"clause_type\": \"Benefit Inclusion\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Ensures inclusion in benefit schemes, aligning with equity in employment.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.10 4 west-20221231xex10d10.htm EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Blake Schuhmacher (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Accounting Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be the Company’ s headquarters in Little Rock, Arkansas, subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements, publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 1/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 2/30-2-with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 120 consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 3/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 4/30-3-(b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Executive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , together with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 11(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity; (iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s primary place of employment as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 5/30-4-In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case, subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 6/30-5-unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 7/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 8/30-6-in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employment by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 9/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 10/30-7-written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees. (d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 11/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 12/30-8-Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for repor ting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 13/30-9-document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblow er provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 14/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 15/30-10-deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁned below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that shou ld not have been so paid or distributed (each, an “Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 16/30-11-deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s). (iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 17/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 18/30-12-determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 19/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 20/30-13-any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIA L BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination. (f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with,16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 21/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 22/30-14-the interpretation hereof. For purposes of this Agreement, the term “includ ing” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six- month period immediately following Executive’ s separation from service (as determined in accordance with16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 23/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 24/30-15-Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 25/30[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Blake Schuhmacher Blake Schuhmacher WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 26/30Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Blake Schuhmacher (“Executive ”) as of the date set forth on the signatu re page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1.General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionall y release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 27/30-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section l(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section l(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2.Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3.Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 28/30-A-3-4.No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5.Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6.Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7.Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 29/30-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Blake Schuhmacher Dated as of:16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 30/30" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive may be reimbursed for all business expenses incurred, in accordance with the Company’s policies.\", \"clause_type\": \"Expense Reimbursement\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Supports financial fairness for work-related expenditures.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.10 4 west-20221231xex10d10.htm EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement ”) is made and entered into, as of August 26, 2022 (the “Effective Date ”), by and between Westrock Coffee Company (the “Company ”) and Blake Schuhmacher (“Executive ”, and together with the Company , the “Parties ”). WHEREAS , the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’ s service to the Company . NOW , THEREFORE , in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged, the Parties agree as follows: 1. Employment Period . The Company agrees to employ Executive, and Executive agrees to serve the Company and its Afﬁliates (as deﬁned below), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period ”); provided that commencing on the ﬁrst anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date ”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate ﬁve years from such Renewal Date, unless at least 180 days prior to the Renewal Date either the Company or Executive shall give notice to the other party that the Employment Period shall not be so extended (a “Notice of Non-Renewal ”). For purposes of this Agreement, the term “Afﬁliate ” means an entity controlled by, controlling or under common control with the Company . 2. Position and Duties; Location; Standard of Services . (a) Position and Duties . During the Employment Period, Executive shall serve as Chief Accounting Ofﬁcer of the Company and shall perform customary and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board ”) or the Chief Executive Ofﬁcer of the Company (the “CEO ”). Executive shall have such responsibilities, power and authority as those norm ally associated with such position in public companies of a similar stature. (b) Location . During the Employment Period, Executive’ s principal place of employment shall be the Company’ s headquarters in Little Rock, Arkansas, subject to reasonable business travel at the Company’ s request. (c) Standard of Services . During the Employment Period, Executive agrees to devote Executive’ s full business attention and time to the business and affairs of the Company and its Afﬁliates and to use Executive’ s reasonable best efforts to perform faithfully and efﬁciently such responsibilities. Durin g the Employment Period, Executive may serve on corporate, civic, charitable or other boards or committees, deliver lectures, fulﬁll speaking engagements, publish, teach at educational institutions, manage or advise with respect to investments or provide advice to other companies that do not compete and are not reasonably expected to compete16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 1/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 2/30-2-with the Company in the future, in each case, so long as such activities do not materially interfere with the performance of Executive’ s responsibilities in accordance with this Agreement. 3. Compensation and Employee Beneﬁts . (a) Annual Base Salary . During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary ”) of no less than $300,000, payable in accordance with the Company’ s regular payroll practices. The Annual Base Salary shall be reviewed at least annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee ”) for possible increase, as determine d in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time. (b) Annual Bonus . During the Employment Period, Executive shall have the opportunity to earn, for each ﬁscal year of the Company , an annual bonus (the “Annual Bonus ”) pursuant to the terms of an annual incentive plan for senior executives of the Company , as in effect from time to time. Executive’ s target Annual Bonus opportunity shall be 60% of the Annual Base Salary . (c) Equity Incentives . Executive shall be eligible to participate in the Company’ s equity incentive plan, as in ef fect from time to time. (d) Other Employee Beneﬁt Plans . During the Employment Period, Executive shall be entitled to participate in the employee beneﬁt plans, practices, policies and programs, as in effect from time to time, that are generally applicable to other senior executives of the Company (including retirement, deferred compensation and health and welfare beneﬁts) on the same terms as are applicable to other senior executives of the Company . (e) Business Expenses . Executive shall be entitled to receive prompt reimbursement for all business expenses (including travel, entertainment, professional dues and subscriptions) incurred by Executive, in accordance with the Company’ s policies as in effect from time to time. 4. Termination of Employment . (a) Death or Disability . Executive’ s employment shall terminate automatically upon Executive’ s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the deﬁnition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’ s employment. In such event, Executive’ s employment with the Company and its Afﬁliates shall terminate effective on the 30th day after Executive’ s receipt of such notice (the “Disability Effective Date ”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’ s duties. For purposes of this Agreement, “Disability ” shall mean the absence of Executive from Executive’ s duties with the Company on a full-time basis for 120 consecutive days, or for 180 days (which need not be consecutive) within a 365-day period, as a result of incapacity due to mental or physical illness.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 3/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 4/30-3-(b) With or Without Cause . The Company may terminate Executive’ s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean: (i) Executive’ s willful failure to substantially perform Executive’ s duties; (ii) any act of fraud, misappropriation, dishonesty , malfeasance or embezzlement by Executive in connection with the performance of Executive’ s duties to the Company; (iii) Executive’ s material violation of any policies of the Company or any restrictive covenants applicable to Executive; or (iv) Executive’ s conviction of, or entering a plea of nolo contender e to, a felony . For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’ s action or omission was in the best interests of the Company and its Afﬁliates. If an action or omission constituting Cause is curable, Executive may be terminated as a result thereof only if Executive has not cured such action or omission within 30 days following written notice thereof from the Company . Further , Executive shall not be deemed to be dischar ged for Cause unless and until there is delivered to Executive a copy of a resolution duly adopted by the afﬁrmative vote of three-quarters of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity , together with counsel for Executive, to be heard before the Board), ﬁnding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail. Any such determination shall be made by the Board (or equivalent governing body) of the ultimate parent entity of the Company or its successor and shall be subject to de novo review by a court of law pursuant to the dispute provisions of Section 11(a). (c) With or Without Good Reason . Executive’ s employment may be terminated by Executive either with or without Good Reason. For purposes of this Agreement, “Good Reason ” shall mean Executive’ s voluntary resig nation after any of the following actions are taken by the Company or any of its Afﬁliates without Executive’ s written consent: (i) A material diminution in Executive’ s title, authority , duties or responsibilities; (ii) A material reduction in the Annual Base Salary or target Annual Bonus opportunity; (iii) A relocation of Executive’ s primary place of employment by more than 25 miles from Executive’ s primary place of employment as set forth in this Agreement; or (iv) The Company’ s violation of the terms of this Agreement.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 5/30-4-In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days following Executive’ s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period ”) during which it may remedy the cond ition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, Executive must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. Executive’ s mental or physical incapacity following the occurrence of an event described above shall not affect Executive’ s ability to terminate employment for Good Reason. (d) Retir ement . Executive’ s employment may be terminated by Executive due to Retirement. For purposes of this Agreement, “Retir ement ” shall mean Executive’ s voluntary resignation at a time when the sum of Executive’ s age and years of service equal at least 70, provided that Executive has attained at least age 55 with at least 10 years of service with the Company or any predecessor or successor entity . (e) Notice of Termination . Any termination of Executive’ s employment by the Company with or without Cause, or by Executive with or without Good Reason or due to Retirement, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detai l the facts and circumstances claimed to provide a basis for termination of Executive’ s employment under the provision so indicated and (iii) speciﬁes the Date of Termination (as deﬁned below), which date shall be not more than 30 days after the delivery of such notice. (f) Date of Termination . “Date of Termination ” means (i) if Executive’ s employment is terminated by the Company with Cause, or by Executive with Good Reason, the date of receipt of the Notice of Termination or any later date speciﬁed therein within 30 days following such notice, (ii) if Executive ’s employment is terminated by the Company without Cause, or by Executive without Good Reason (including due to Retirement), the 30th day following receipt of the Notice of Termination or any later date speciﬁed therein or (iii) if Executive’ s employment is terminated by reason of death or Disability , the Date of Termination shall be the date of death of Executive or the Disability Ef fective Date, as the case may be. 5. Obligations of the Company upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company terminates Executive’ s employment other than for Cause, death or Disability , or Executive terminates employment for Good Reason, then, in each case, subject to Executive’ s execution within 50 days following the Date of Termination, and non- revocation, of a release of claims in the form attached as Exhibit A (the “Release ”), the Company and its Afﬁliates shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (B) any accrued but16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 6/30-5-unpaid vacation and (C) Executive’ s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations ”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the ﬁscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus ”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the ﬁscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the ﬁscal year in which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the ﬁscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (II) the denominator of which is 365 (the “Prorated Annual Bonus ”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (iv) an amount equal to the product of (A) the Severance Multiple (as deﬁned below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for the ﬁscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive’ s dependents as of the Date of Termination, which shall be paid on the ﬁrst regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the ﬁrst regularly scheduled payroll date in the second calendar year; and (vi) to the extent not theretofore paid or provided, the Company and its Afﬁliates shall timely pay or provide to Executive, in accordance with the terms of the applicable plan, program, policy , practice or contract, any other amounts or beneﬁts required to be paid or provided, or that Executive is eligible to receive under any plan, program, policy , practice or contract of the Company or its Afﬁliates, through the Date of Termination (such other amounts and beneﬁts shall be hereinafter referred to as the “Other Beneﬁts ”). For purposes of this Agreement, “Severance Multiple ” shall mean one, unless a termination contemplated by this Section 5(a) occu rs within one year following a Change in Control (as deﬁned16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 7/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 8/30-6-in the Westrock Coffee Company 2022 Equity Incentive Plan, as in effect on the Effective Date), in which case it shall mean two. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 5(a) shall be determined without regard to any reduction in compensation that resulted in Executive’ s termination of employment for Good Reason. If Executive does not execute the Release within 50 days following the Date of Termination, or if Executive revokes the Release, Executive shall only be entitled to the Accrued Obligations and the Other Beneﬁts. Other than as set forth in this Section 5(a), in the event of a termination of Executive’ s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company and its Afﬁliates shall have no further obligation to Executive under this Agreement. (b) Death; Disability; Retir ement . If Executive’ s employment is terminated by reason of Executive’ s death, Disability or Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonus and the timely payment or provision of the Other Beneﬁts. The Accrued Obligations, the Unpaid Annual Bonus and the Prorated Annual Bonu s shall be paid to Executive’ s estate (in the event of Executive’ s death) or Executive or Exec utive’ s legal representative (in the even t of Disability), as applicable, on the same schedule as contemplated by Sections 5(a)(i)-(iii). (c) Other Termination . If Executive’ s employment is terminated during the Employment Period for a reason other than those governed by Section 5(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal when Executive is not Retirement-eligible), this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and Unpaid Annual Bonus on the same schedule as contemplated by Sections 5(a)(i)-(ii) and the timely payment or provision of the Other Beneﬁts. (d) Full Settlement . The payments and beneﬁts provided under this Section 5 shall be in full satisfaction of the oblig ations of the Company and its Afﬁliates to Executive under this Agreement and any other plan, agreement, policy or arrangement of the Company and its Afﬁliates upon Executive’ s termination of employment. 6. No Mitigation . In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts paya ble to Executive under Section 5 and such amounts shall not be reduced whether or not Executive obtains other employment. 7. Restrictive Covenants . (a) Conﬁdential Information . Executive shall hold in a ﬁduciary capacity for the beneﬁt of the Company all secre t or conﬁdential information, knowledge or data relating to the Company or its Afﬁliates, and their respective businesses, which shall have been obtained by Executive during Executive’ s employment by the Company or any of its Afﬁliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreem ent) (collectively , “Conﬁdential Information ”). After termination of Executive’ s employment with the Company , Executive shall not, without the prior16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 9/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 10/30-7-written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Conﬁdential Information to anyone other than the Company and those designated by it. Notwithstanding the foregoing, “Conﬁdential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure ; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Conﬁdential Information or breach of this Agreement; and (iv) information that is otherwise required to be disclosed under applicable laws, regulations or judic ial or regulatory process. (b) Inventions and Patents . Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or any of its Afﬁliates, and that are conceived, developed or made by Executive during Executive’ s employment with the Company or any of its Afﬁliates (“Work Product ”) belong to the Company and its Afﬁliates. Executive shall promptly disclose such Work Product to the Company and its Afﬁliates and perform all actions reasonably requested by the Company and its Afﬁliates (whether during or after the Employment Period) to establish and conﬁrm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’ s employment with the Company or any of its Afﬁliates shall be and remain the absolute property of the Company and its Afﬁliates, and Executive shall assist the Company and its Afﬁliates in perfecting and defending their rights to such intellectual property . (c) Nonsolicitation . During the period commencing on the Effective Date and ending on the ﬁrst anniversary of the Date of Termination (the “Restricted Period ”), Executive shall not directly or indirectly , except in the good faith performance of Executive’ s duties to the Company: (i) induce or attempt to induce any employee or independent contractor of the Company or any of its Afﬁliates to leave the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of the Company or any of its Afﬁliates until 12 months after such individual’ s relationship with the Company or such Afﬁliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier , licensee or other business relation of the Company or any of its Afﬁliates to cease doing business with the Company or such Afﬁliate, or in any way interfere with the relationship between any such customer , supplier , licensee or business relation, on the one hand, and the Company or any of its Afﬁliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 7(c) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not speciﬁcally tar geted at Company’ s or its Afﬁliates’ employees. (d) Noncompetition . Executive acknowledges that, in the course of Executive’ s employment with the Company , Executive has become familiar , or shall become familiar , with the Company’ s and its Afﬁliates’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors, and that16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 11/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 12/30-8-Executive’ s services have been and shall be of special, unique and extraordinary value to the Company and its Afﬁliates. Therefore, Executive agrees that, during the Restricted Period, Executive shall not, directly or indirectly , own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, ﬁrm, corporation or other entity , in whatever form, engaged in any business of the same type as any business in which the Company or any of its Afﬁliates is engaged on the Date of Termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which Executive has been involved to any extent (other than de minimis activities) at any time during the one-year period ending with the Date of Termination, in any locale of any country in which the Compan y or any of its Afﬁliates conducts business. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity . (e) Nondisparagement . From and following the Effectiv e Date: (i) Executive shall not make, either directl y or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or any of its Afﬁliates, any of their clients or businesses or any of their current or former directors, ofﬁcers or employees; and (ii) the Company and its Afﬁliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided , however , that, subject to Section 7(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). (f) Return of Property . Executive acknowledges that all documents, records, ﬁles, lists, equipment, computer , software or other property (including intellectual property) relating to the businesses of the Company or any of its Afﬁliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or any of its Afﬁliates are and shall remain the property of the Company and its Afﬁliates, and Executive shall immediately return such property to the Company upon the Date of Termination and, in any event, at the Company’ s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its Afﬁliates, including disks and other storage media, ﬁling cabinets or other work areas, is subject to inspection by personnel of the Company and its Afﬁliates at any time with or without notice. Notwithstanding the foregoing, Executive may retain Executive’ s personal contacts and personal compensation data. (g) Trade Secrets; Whistleblower Rights . The Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary , an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney , and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document that is ﬁled under seal in a lawsuit or other proceeding. Further , an individual who ﬁles a lawsuit for retaliation by an employer for repor ting a suspected violation of law may disclose the employer ’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual ﬁles any16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 13/30-9-document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order . In addition, notwithstanding anything in this Agreement to the contrary , nothing in this Agreement shall impair Executive’ s rights under the whistleblow er provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’ s right to receive an award for information provided to any government authority under such law or regulation. (h) Executive Covenants Generally . (i) Executive’ s covenants as set forth in this Section 7 are from time to time referred to herein as the “Executive Covenants .” If any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modiﬁed to the extent, but only to the extent, of such invalidity , illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided , however , that if any Executive Covenant is ﬁnally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Coven ant shall be deemed to be modiﬁed to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder . (ii) Executive acknowledges that the Company and its Afﬁliates have (A) expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organizati on, and (B) a legitimate business interest in and right to protect their Conﬁdential Information, goodwill and employee, customer and other relationships. (iii) Executive understands that the Executive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the business of the Company , and Executive represents that Executive’ s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’ s dependents. (iv) Any termination of (A) Executive’ s employment, (B) the Employment Period or (C) this Agreem ent shall have no effect on the continuing operation of this Section 7. (v) Executive acknowledges that the Company would be irreparably injured by a violation of this Section 7 and that it is impossible to measure in money the damages that shall accrue to the Company by reason of a failure by Executive to perform any of Executive’ s obligations under this Section 7. Accordingly , if the Company institutes any action or proceeding to enforce any of the provisions of this Section 7, to the extent permitted by applicable law, Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to speciﬁc performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 7. The Restricted Period shall be tolled during (and shall be16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 14/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 15/30-10-deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 7(c) or (d), as applicable. 8. Treatment of Certain Payments . (a) In the event that any payments or beneﬁts under this Agreement or otherwise, either alone or together with other payments or beneﬁts that Executive receives or is entitled to receive from the Company or any of its Afﬁliates (“Payments ”) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm (as deﬁned below) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments ”) so that the Parachute Value (as deﬁned below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as deﬁned below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After -Tax Receipt (as deﬁned below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder . (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and its Afﬁliates and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder , if applicable, shall be made by reducing the payments and beneﬁts under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c) ”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of beneﬁts. With respect to each category of the foregoing, such reduction shall occur ﬁrst with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payment s or beneﬁts that are to be paid the farthest in time from the determination of the Accounting Firm. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company . (c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder , it is possible that amounts shall have been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement that shou ld not have been so paid or distributed (each, an “Overpayment ”) or that additional amounts that shall have not been paid or distributed by the Company to or for the beneﬁt of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder . In the event that the Accounting Firm, based upon the assertion of a16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 16/30-11-deﬁciency by the Internal Revenue Service against the Company or Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the beneﬁt of Executive shall be repaid by Executive to the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority , determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the beneﬁt of Executive together with interest at the applicable federal rate provided for in Section 7872(f) (2) of the Code. (d) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’ s agreeing to refrain from performing services pursuant to a cove nant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A- 2(b) of the ﬁnal regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the ﬁnal regulations under Section 280G of the Code and/or exempt from the deﬁnition of the term “parachute payment” within the meaning of Q&A-2(a) of the ﬁnal regulations under Section 280G of the Code in accordance with Q&A- 5(a) of the ﬁnal regulations under Section 280G of the Code. (e) The following terms shall have the following meanings for purposes of this Section 8: (i) “Accounting Firm ” shall mean a nationally recognized certiﬁed public accounting ﬁrm or other professional organization that is recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to the transaction resulting in the application (or potential application) of Section 280G of the Code for purposes of making the applicable determinations hereunder , which ﬁrm shall not, without Executive’ s consent, be a ﬁrm serving as accountant or auditor for the person ef fecting such transaction. (ii) “Net After -Tax Receipt ” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’ s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s). (iii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 17/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 18/30-12-determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code shall apply to such Payment. (iv) “Safe Harbor Amount ” shall mean 2.99 times Executive’ s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 9. Successors . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by Executive’ s legal representatives. This Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor to its businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law , or otherwise. 10. Indemniﬁcation . The Company shall indemnify Executive and hold him harmless to the fullest extent permitted by the laws of the State of Delaware against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses and damages resulting from Executive’ s good-faith performance of Executive’ s duties and obligations with the Company and its Afﬁliates. The Company shall cover Executive under directors’ and ofﬁcers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other ofﬁcers and directors. These obligations shall survive the termination of Executive’ s employment with the Company and its Afﬁliates. If any proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Afﬁliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such proceeding and the Company and its Afﬁliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided , however , that if a conﬂict of interest exists between the Company or the applicable Afﬁliate and Executive such that it is not legally practicable for the Company or the applicable Afﬁliate to assume Executive’ s defense, Executive shall be entitled to retain separate counsel, and the Company or the applicable Afﬁliate shall assume payment of all reasonable fees and expenses of such counsel. 11. Miscellaneous . (a) Governing Law and Dispute Resolution . This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without reference to principles of conﬂict of laws, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Little Rock, Arkansas with respect to any dispute arising out of or relating to this Agreement or the Release , and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 19/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 20/30-13-any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIA L BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSER TED BY EITHER OF THE PARTIES HERET O AGAINST THE OTHER ON ANY MATTERS WHA TSOEVER ARISING OUT OF OR IN ANY WAY RELA TED TO THIS AGREEMENT . The Company shall reimburse Executive for all reasonable legal fees and expe nses incurred by Executive in seeking to obtain or enforce any right or beneﬁt provided under this Agreement. (b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand deliv ery to the other party or by registered or certiﬁed mail, return receipt requested, postage prepaid, addressed as follows: If to Executive : To the most recent address on ﬁle with the Company . If to the Company : Westrock Cof fee Company 100 River Bluf f Drive, Suite 210 Little Rock, AR 72202 Attn: Chief Legal Ofﬁcer Email: mckinneyb@westrockcof fee.com Phone: 704-782-3121 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) Acknowledgements . Prior to execution of this Agreement, Executive was advised by the Company of Executive’ s right to seek independent advice from an attorney of Executive’ s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, ofﬁcers, employees or agents of the Company that are not expressly set forth herein, and that Executive is relying only upon Executive’ s own judgment and any advice provided by Executive’ s attorney . (d) Invalidity . If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby , and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law . (e) Survivability . The provisions of this Agreement that by their terms call for performance subsequent to the termination of either Executive’ s employment or this Agreement (including the terms of Sections 5, 7, 8 and 10) shall so survive such termination. (f) Section Headings; Construction . The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with,16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 21/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 22/30-14-the interpretation hereof. For purposes of this Agreement, the term “includ ing” shall mean “including, without limitation.” (g) Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (h) Tax Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (i) Section 409A . (i) General . It is intended that payments and beneﬁts made or provided under this Agreement shall not result in penalty taxes or accelera ted taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualiﬁed deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly , designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year . (ii) Reimbursements and In-Kind Beneﬁts . Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind bene ﬁts provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind beneﬁts provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind beneﬁts to be provided, in any other calendar year; (C) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. (iii) Delay of Payments . Notwithstanding any other provision of this Agreement to the contrary , if Executive is considered a “speciﬁed employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Afﬁliates as in effect on the Termination Date), any payment that constitutes nonqualiﬁed deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six- month period immediately following Executive’ s separation from service (as determined in accordance with16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 23/3016/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 24/30-15-Section 409A of the Code) on account of Executive’ s separation from service shall be accumulated and paid to Executive on the ﬁrst business day of the seventh month following Executive’ s separation from service (the “Delayed Payment Date ”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal repre sentative of Executive’ s estate on the ﬁrst to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’ s death. (j) Amendments . No provision of this Agreement shall be modiﬁed or amended except by an instrument in writing duly executed by the Parties hereto. No custom, act, payment, favor or indulgence shall be deemed a waiver by the Company of any of Executive’ s obligations hereunder or release Executive therefrom. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. This Agreement is personal to and shall not be assignable by any party , but shall inure to the beneﬁt of the Parties hereto and their respective heirs, beneﬁciaries, successors and assigns. (k) Entir e Agreement . This Agreement constitutes the entire agreement of the Parties hereto in respect of the terms and conditions of Executive’ s employment with the Company and its Afﬁliates, including Executive’ s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Afﬁliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any beneﬁt plans (including equity award agreements) of the Company or its Afﬁliates that are applicable Executive, except to the extent that the terms of this Agreement are more favorable to Executive. [Signatur e page follows ]16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 25/30[Signatur e Page to Employment Agreement]IN WITNESS WHEREOF , each of Executive and the Company have caused this Agreement to be duly executed and delivered, ef fective as of the Ef fective Date. EXECUTIVE /s/ Blake Schuhmacher Blake Schuhmacher WESTROCK COFFEE COMP ANY By:/s/ T. Christopher Pledger T. Christopher Pledger Chief Financial Ofﬁcer16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 26/30Exhibit A GENERAL RELEASE OF CLAIMS THIS GENERAL RELEASE OF CLAIMS (this “Release ”) is executed by Blake Schuhmacher (“Executive ”) as of the date set forth on the signatu re page hereto. For purposes of this Release, reference is made to the Employment Agreement between Westrock Coffee Company (the “Company ”) and Executive, dated as of August 26, 2022 (the “Employment Agreement ”). Terms that are capitalized but not deﬁned herein shall have the meanings set forth in the Employment Agreement. 1.General Release and Waiver of Claims . (a) Release . In consideration of the payments and beneﬁts afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’ s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively , the “Releasors ”) hereby irrevocably and unconditionall y release and forever dischar ge the Company and its Afﬁliates and each of its ofﬁcers, employees, directors and agents (“Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively , “Claims ”) that the Releasors may have arising out of Executive’ s employment relationship with and service as an employee, ofﬁcer or director of the Company and its Afﬁliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower , discrimination, retaliation, compensation, employment, labor or other local, state or federal law , regulation or ordinance. (b) Exceptions to Release . Notwithstanding anything contained herein to the contrary , this Release speciﬁcally excludes and shall not affect: (i) the obligations of the Company or its Afﬁliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 5, 8 and 10 thereof, or under any other beneﬁt plan, agreement, arrangement or policy of the Company or its Afﬁliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by the Company or its Afﬁliates; (ii) any indemniﬁcation or similar rights Executive has as a current or former ofﬁcer , director , employee or agent of the Company or its Afﬁliates, including, without limitation, any and all right s thereto under applicable law, the certiﬁcate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and ofﬁcers’ insurance policies and/or indemniﬁcation agreeme nts; (iii) any Claim the Releasors may have as the holder or beneﬁcial owners of securities of the Company or its Afﬁliates or other rights relating to securities or equity awards in respect of the common stock of the Company or its Afﬁliates; (iv) rights to accrued but unpaid salary , paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 27/30-A-2-business expenses; (vi) beneﬁts or the right to seek beneﬁts under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this. (c) Speciﬁc Release of ADEA Claims . In further consideration of the payments and beneﬁts provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever dischar ge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA ”). By signing this Release, Executive hereby acknowledges and conﬁrms the following: (i) Executive was advised by the Company in connection with Executive’ s termination of employment to consult with an attorney of Executive’ s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’ s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-ﬁve (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’ s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section l(c), by providing the Company a written notice of Executive’ s revocation of the release and waiver contained in this Section l(c). (d) No Assignment . Executive represents and warrants that Executive has not assigned any of the Claims being released under this Release. 2.Proceedings . Executive has not ﬁled, and agrees not to initiate or cause to be initiated on Executive’ s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency , court or other body (each, individually , a “Proceeding ”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided , however , and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’ s right to participate in a Proceeding with any appropriate feder al, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to beneﬁt in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of the Company to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’ s rights in connection with the same. 3.Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, shall be inoperative.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 28/30-A-3-4.No Admission . Nothing contained in this Release shall be deemed or construed as an admission of wrongdoing or liability on the part of the Releasees. 5.Governing Law and Venue . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas applicable to contracts executed in and to be performed in that State, provided that rights to indemniﬁcation shall be governed by and in accordance with the laws of the State of Delaware. 6.Counterparts . This Release may be executed in counterparts and each counterpart shall be deemed an original. 7.Notices . All notices, requests, demands or other communications under this Release shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certiﬁ ed mail, return receipt requested, to the party to whom such notice is being given as follows: As to Employee:Executive’ s last address on the books and records of the Company As to the Company: [ADDRESS AS OF DA TE OF RELEASE] Any party may change Executive’ s address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein. EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE HAS READ THIS RELEASE AND THA T EXECUTIVE FULL Y KNOWS, UNDERST ANDS AND APPRECIA TES ITS CONTENTS, AND THA T EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNT ARIL Y AND OF EXECUTIVE’S OWN FREE WILL.16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 29/30-A-4-IN WITNESS WHEREOF , Executive has executed this Release on the date set forth below . Blake Schuhmacher Dated as of:16/04/2025, 06:08 mcc.law.stanford.edu/capi/ﬁle/1034255 https://mcc.law.stanford.edu/capi/ﬁle/1034255 30/30" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive may serve on corporate boards as long as such activities do not materially interfere.\", \"clause_type\": \"External Engagement\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Supports career growth while protecting employer interests.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.36 3 aprn-20221231xex1036.htm EX-10.36 Exhibit 10.36 image_03.jpg November 3, 2022 Christopher Halkyard Dear Chris, Congratulations! We are delighted to offer you the opportunity to share in our vision of Better Living through Better Food. We are conﬁdent that your skills and experience will be an asset to our company, and we are excited for you to become a part of our team. This letter conﬁrms our previous conversations regarding the employment opportunity available to you with Blue Apron, LLC (the “Company”), an afﬁliate of Blue Apron Holdings, Inc. (“Blue Apron” and, collectively with its afﬁliates, including the Company, the “Company Group”), and sets forth the terms and conditions of that employment. The Company hereby offers you full-time employment as Chief Supply Chain Ofﬁcer of Blue Apron beginning on Monday, November 7, 2022 (the “Effective Date”), with an annual base salary of $440,000. In this position you will primarily work from our Linden NJ facility, with the understanding that you will be present in the Company’s New York ofﬁce as well as our Richmond CA facility on a regular basis as agreed with your manager. Also as discussed, initially you will report directly to me, but reporting lines may change in future. Your position is classiﬁed as exempt from the state and federal wage and hour laws, so you will not receive any overtime pay. Annual Bonus You will be eligible to receive a discretionary bonus on an annual basis with a target of 75% of your annual base salary, subject to both your and the Company’s performance. Your bonus payment amount will be based on your performance against the goals you align on with your manager and based on overall Company performance. You are not eligible for a 2022 annual bonus and will become eligible to participate in our annual bonus program starting with the 2023 performance year, with bonus payments, if any, anticipated in March of each year following a completed annual bonus period. You must be employed by the Company on the date bonus payments are made to receive any bonus award.19/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 1/4Sign-On Bonus As an inducement for you to accept employment with the Company, the Company shall pay you a one-time sign-on bonus of $50,000 (the “Sign-On Bonus”), subject to any applicable local, state and federal tax withholdings. The sign-on bonus will be paid to you in March 2023 assuming you remain an employee at such time. In the event that you terminate your employment with the Company for any reason or if your employment is terminated by the Company for Cause (as deﬁned in Blue Apron’s Executive Severance Beneﬁts Plan), you will be required to repay one hundred percent (100%) of the Sign-On Bonus if such termination occurs within one year of the Effective Date, within thirty (30) days of such termination. Equity If you decide to join the Company, it will be recommended to Blue Apron’s Board of Directors that Blue Apron grant you an equity award having a target value of $525,000 at an $8.0311 share price (the “New Hire Grant”). The New Hire Grant will be in the form of time-based restricted stock units (RSUs) and will be subject to the terms and conditions of Blue Apron’s equity incentive plan, equity compensation program and the applicable award agreement, including vesting requirements. Management will also consider recommending that you be considered for a 2023 annual equity grant with a target value to be determined in the Board of Directors’ sole discretion. For the avoidance of doubt, the Board of Directors retain the sole discretion to not make a 2023 annual grant to you. Beginning in 2024, you will also be eligible to participate in Blue Apron’s annual equity-based incentive plan applicable to similarly situated executive ofﬁcers in amounts and on terms and conditions determined by the Board of Directors in its sole discretion and in accordance with the various plan documents and awards agreements governing any such awards. Required Travel In connection with your acceptance of the Chief Supply Chain Ofﬁcer role, you acknowledge that the Company will require you to travel to other Company ofﬁce locations in New York and California on a regular basis. All required travel shall be approved by the CEO in advance. Reimbursement for all travel and other business related expenses shall be made in accordance with the Company’s Reimbursement Policies, following submission by you of reimbursement expense forms in a form consistent with the Reimbursement Policies. Executive Severance Beneﬁts Plan If you decide to join the Company, it will also be recommended to Blue Apron’s Board of Directors that you be designated as a “Covered Employee” under Blue Apron’s Executive Severance Beneﬁts Plan and thus be eligible to receive the associated beneﬁts thereunder. Terms and Conditions During the period of your employment, you shall (a) devote your entire working time for or at the direction of the Company Group, (b) use your best efforts to complete all assignments, and (c) adhere to the Company Group’s procedures and policies in place from time-to-time. During your employment with the Company, you may not engage in any other paid activities without the prior written consent of an authorized ofﬁcer of the Company or Blue Apron or any other unpaid activities19/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 2/4that inhibit or prohibit the performance of your duties to the Company or inhibit or conﬂict in any way with the business of the Company Group. Notwithstanding the foregoing, you will be permitted to serve as a member of the board of directors of (x) the entities set forth on Exhibit A attached hereto and (y) certain other businesses, civic or charitable organizations with the prior written consent of the the Chief Executive Ofﬁcer in each instance (such consent not to be unreasonably withheld); provided, in each case, that such activities are not inconsistent with any agreement between you and the Company Group, including without limitation, this agreement and the Covenants Agreement (as deﬁned below) or the business practices and policies of the Company Group and do not otherwise materially interfere with the performance of your duties and responsibilities hereunder. During your employment with the Company, you will be entitled to participate in all of our then- current customary employee beneﬁt plans and programs, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs, when the Company establishes such plans. The Company reserves the right to change or rescind its beneﬁt plans and programs and alter employee contribution levels in its discretion. By executing this letter below, you agree that during the course of your employment and thereafter that you shall not use or disclose, in whole or in part, any of the Company Group’s, or any of its users’, vendors’, or afﬁliates’, trade secrets, conﬁdential and proprietary information, customer lists and information, to any person, ﬁrm, corporation, or other entity for any reason or purpose whatsoever other than in the course of your employment with the Company or with the prior written permission of the Chief Executive Ofﬁcer or General Counsel of Blue Apron. You also will be required to execute the annexed employee non-disclosure and invention assignment agreement (the “Covenants Agreement”), the terms of which are in addition to the terms of this offer letter. This offer of employment with the Company is contingent upon our satisfactory completion of reference checks, drug testing and proof of your authorization to work in the United States. If, based upon a unique circumstance, you commence work before the Company has completed its inquiry, you will be deemed a conditional employee. Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may resign from the Company at any time for any reason or no reason, the Company has the right to terminate this employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by both you and the Chief Executive Ofﬁcer of Blue Apron, and such agreement is expressly acknowledged as an employment contract. I hope that you elect to accept this offer of employment. Kindly sign your name at the end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation to you. The Company welcomes you as an employee and looks forward to a successful relationship in which you will ﬁnd your work both challenging and rewarding. This offer must be accepted on or before November 1, 2022, and will be deemed to have been withdrawn if your executed acceptance of this offer, together with the signed Covenants Agreement, is not received by the undersigned on or before the above referenced date. Sincerely, /s/ Linda Findley19/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 3/4Linda Findley, CEO Agreed and accepted as of the date set forth below: /s/ Christoper Halkyard__ Christopher Halkyard Date: November 3, 202219/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 4/4" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee will receive a signing bonus of $50,000, to be paid in March 2023 provided they remain employed.\", \"clause_type\": \"Bonus\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Bonus is tied to continued employment, which is standard in executive agreements.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.36 3 aprn-20221231xex1036.htm EX-10.36 Exhibit 10.36 image_03.jpg November 3, 2022 Christopher Halkyard Dear Chris, Congratulations! We are delighted to offer you the opportunity to share in our vision of Better Living through Better Food. We are conﬁdent that your skills and experience will be an asset to our company, and we are excited for you to become a part of our team. This letter conﬁrms our previous conversations regarding the employment opportunity available to you with Blue Apron, LLC (the “Company”), an afﬁliate of Blue Apron Holdings, Inc. (“Blue Apron” and, collectively with its afﬁliates, including the Company, the “Company Group”), and sets forth the terms and conditions of that employment. The Company hereby offers you full-time employment as Chief Supply Chain Ofﬁcer of Blue Apron beginning on Monday, November 7, 2022 (the “Effective Date”), with an annual base salary of $440,000. In this position you will primarily work from our Linden NJ facility, with the understanding that you will be present in the Company’s New York ofﬁce as well as our Richmond CA facility on a regular basis as agreed with your manager. Also as discussed, initially you will report directly to me, but reporting lines may change in future. Your position is classiﬁed as exempt from the state and federal wage and hour laws, so you will not receive any overtime pay. Annual Bonus You will be eligible to receive a discretionary bonus on an annual basis with a target of 75% of your annual base salary, subject to both your and the Company’s performance. Your bonus payment amount will be based on your performance against the goals you align on with your manager and based on overall Company performance. You are not eligible for a 2022 annual bonus and will become eligible to participate in our annual bonus program starting with the 2023 performance year, with bonus payments, if any, anticipated in March of each year following a completed annual bonus period. You must be employed by the Company on the date bonus payments are made to receive any bonus award.19/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 1/4Sign-On Bonus As an inducement for you to accept employment with the Company, the Company shall pay you a one-time sign-on bonus of $50,000 (the “Sign-On Bonus”), subject to any applicable local, state and federal tax withholdings. The sign-on bonus will be paid to you in March 2023 assuming you remain an employee at such time. In the event that you terminate your employment with the Company for any reason or if your employment is terminated by the Company for Cause (as deﬁned in Blue Apron’s Executive Severance Beneﬁts Plan), you will be required to repay one hundred percent (100%) of the Sign-On Bonus if such termination occurs within one year of the Effective Date, within thirty (30) days of such termination. Equity If you decide to join the Company, it will be recommended to Blue Apron’s Board of Directors that Blue Apron grant you an equity award having a target value of $525,000 at an $8.0311 share price (the “New Hire Grant”). The New Hire Grant will be in the form of time-based restricted stock units (RSUs) and will be subject to the terms and conditions of Blue Apron’s equity incentive plan, equity compensation program and the applicable award agreement, including vesting requirements. Management will also consider recommending that you be considered for a 2023 annual equity grant with a target value to be determined in the Board of Directors’ sole discretion. For the avoidance of doubt, the Board of Directors retain the sole discretion to not make a 2023 annual grant to you. Beginning in 2024, you will also be eligible to participate in Blue Apron’s annual equity-based incentive plan applicable to similarly situated executive ofﬁcers in amounts and on terms and conditions determined by the Board of Directors in its sole discretion and in accordance with the various plan documents and awards agreements governing any such awards. Required Travel In connection with your acceptance of the Chief Supply Chain Ofﬁcer role, you acknowledge that the Company will require you to travel to other Company ofﬁce locations in New York and California on a regular basis. All required travel shall be approved by the CEO in advance. Reimbursement for all travel and other business related expenses shall be made in accordance with the Company’s Reimbursement Policies, following submission by you of reimbursement expense forms in a form consistent with the Reimbursement Policies. Executive Severance Beneﬁts Plan If you decide to join the Company, it will also be recommended to Blue Apron’s Board of Directors that you be designated as a “Covered Employee” under Blue Apron’s Executive Severance Beneﬁts Plan and thus be eligible to receive the associated beneﬁts thereunder. Terms and Conditions During the period of your employment, you shall (a) devote your entire working time for or at the direction of the Company Group, (b) use your best efforts to complete all assignments, and (c) adhere to the Company Group’s procedures and policies in place from time-to-time. During your employment with the Company, you may not engage in any other paid activities without the prior written consent of an authorized ofﬁcer of the Company or Blue Apron or any other unpaid activities19/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 2/4that inhibit or prohibit the performance of your duties to the Company or inhibit or conﬂict in any way with the business of the Company Group. Notwithstanding the foregoing, you will be permitted to serve as a member of the board of directors of (x) the entities set forth on Exhibit A attached hereto and (y) certain other businesses, civic or charitable organizations with the prior written consent of the the Chief Executive Ofﬁcer in each instance (such consent not to be unreasonably withheld); provided, in each case, that such activities are not inconsistent with any agreement between you and the Company Group, including without limitation, this agreement and the Covenants Agreement (as deﬁned below) or the business practices and policies of the Company Group and do not otherwise materially interfere with the performance of your duties and responsibilities hereunder. During your employment with the Company, you will be entitled to participate in all of our then- current customary employee beneﬁt plans and programs, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs, when the Company establishes such plans. The Company reserves the right to change or rescind its beneﬁt plans and programs and alter employee contribution levels in its discretion. By executing this letter below, you agree that during the course of your employment and thereafter that you shall not use or disclose, in whole or in part, any of the Company Group’s, or any of its users’, vendors’, or afﬁliates’, trade secrets, conﬁdential and proprietary information, customer lists and information, to any person, ﬁrm, corporation, or other entity for any reason or purpose whatsoever other than in the course of your employment with the Company or with the prior written permission of the Chief Executive Ofﬁcer or General Counsel of Blue Apron. You also will be required to execute the annexed employee non-disclosure and invention assignment agreement (the “Covenants Agreement”), the terms of which are in addition to the terms of this offer letter. This offer of employment with the Company is contingent upon our satisfactory completion of reference checks, drug testing and proof of your authorization to work in the United States. If, based upon a unique circumstance, you commence work before the Company has completed its inquiry, you will be deemed a conditional employee. Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may resign from the Company at any time for any reason or no reason, the Company has the right to terminate this employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by both you and the Chief Executive Ofﬁcer of Blue Apron, and such agreement is expressly acknowledged as an employment contract. I hope that you elect to accept this offer of employment. Kindly sign your name at the end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation to you. The Company welcomes you as an employee and looks forward to a successful relationship in which you will ﬁnd your work both challenging and rewarding. This offer must be accepted on or before November 1, 2022, and will be deemed to have been withdrawn if your executed acceptance of this offer, together with the signed Covenants Agreement, is not received by the undersigned on or before the above referenced date. Sincerely, /s/ Linda Findley19/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 3/4Linda Findley, CEO Agreed and accepted as of the date set forth below: /s/ Christoper Halkyard__ Christopher Halkyard Date: November 3, 202219/04/2025, 18:48 Document ﬁle:///Users/shakthiraveen/Documents/Contract Data/Document2.htm 4/4" }, { "role": "assistant", "content": "{\"clause_text\": \"The company may terminate employment at any time with or without cause.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Fails to provide adequate notice or compensation structure under Sri Lankan labour law.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.21 4 ex-1021.htm EX-10.21 Exhibit 10.21 image_0.jpg EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement ”) is entered into as of November 14, 2022, (the “Effective Date ”), by and between X4 Pharmaceuticals, Inc. (the “Company ”), and Murray Stewart (“Executive ”) (collectively referred to as the “Parties ” or individually referred to as a “ Party ”). R E C I T A L S WHEREAS, the Company desires to employ Executive as its Chief Medical Ofﬁcer , and to enter into an agreement embodying the terms of such employment; WHEREAS, Executive desires to accept such employment and enter into such an agreement. A G R E E M E N T NOW , THEREFORE, in consideration of the premises and mutual coven ants herein and for other good and valuable consideration, the Parties agree as follows: 1. Duties and Scope of Employment . (a) Positions and Duties . As of November 14, 2022 (the “Start Date ”), Executive will serve as Chief Medical Ofﬁcer of the Company . Executive will render such business and professional services in the performance of Executive’ s duties, consistent with Executive’ s position within the Company , as shall reasonably be assigned to Executive by the Company’ s Chief Executive Ofﬁcer . The period of Executive’ s at-will employment under the terms of this Agreement is referred to herein as the “ Employment Term.” (b) Obligations . During the Employment Term, Executive will perform Executive’ s duties faithfully and to the best of Executive’ s ability and will devote Executive’ s full business efforts and time to the Company . For the duration of the Employment Term, Executive agrees not to actively engage in any other employ ment, occupation or consulting activity , for any direct or indirect remuneration, that may create a conﬂict of interest or interfere with Executive’ s duties to the Company , without the prior approval of the Company’ s Chief Executive Ofﬁcer (c) No Conﬂicts . As a condition of Executive’ s employment, Executive certiﬁes to the Company that: (a) Executive is free to enter into and fully perform the duties of Executive’ s position; (b) Executive is not subjec t to any employment, conﬁdentiality , non-competition or other agreement that would restrict Executive’ s performance for the Company; (c) Executive’ s signing this Agreement does not violate any order , judgment or injunction applicable to Executive, or conﬂict with or breach any agreemen t to which Executive is a party or by which Executive is bound; and (d) all facts Executive has presented to the Company are accurate and true, including, but not limited to, all oral and written statements Executive has made (including those pertaining to Executive’ s education, training, qualiﬁcations, licensing and prior work experience) in any job application, resume, c.v., interview or discussion with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 1/112. At-Will Employment . The parties agree that Executive\\'s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 2/11reason. Executive understands and agrees that neither Executive ’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modiﬁcation, amendment, or extension, by implication or otherwise, of Executive’ s employment with the Company . 3. Compensation . (a) Base Salary . During the Employment Term, the Company will initially pay Executive as compensation for Executive’ s services a base salary at a rate of $508,500.00 per year, as modiﬁed from time to time at the discretion of the Company (the “Base Salary ”). The Base Salary will be paid in regular installments in accordance with the Company’ s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary ” for future employment under this Agreement. The ﬁrst and last payment will be adjusted, if necessary , to reﬂect a commencement or termination date other than the ﬁrst or last working day of a pay period. (b) Annual Bonus . For 2022 and 2023, Executive will be eligible to earn an annual discretionary bonus with a target amount equal to 40% of the Base Salary (“Target Bonus ”). The amount of the Target Bonus, if any, will be (i) prorated based on the total days the Executive is employed during the calendar year, (ii) determined in the sole discretion of the Company , and (iii) based, in part, on Executive’ s performance and the performance of the Company during the calendar year. For the 2022 Target Bonus, the Company will pay Executive the Target Bonus, if any, by no later than March 15th of the following calendar year. For the 2023 Target Bonus, the Company will pay Executive the Target Bonus, if any, on the ﬁrst regular payroll date following the date that Executive’ s employment is terminated by the Company or on the ﬁrst regular payroll date following the end of the Notice Period (as deﬁned below) if Executive Resigns. 4. Employee Beneﬁts . During the Employment Term, Executive may take advantage of various beneﬁts offered by the Company , such as group medical insurance, dental insurance, short-term disability , long-term disability and the Company’ s 401(k) plan. Executive will also be entitled to ﬁfteen (15) days of paid time off per year, as well as two (2) personal days and twelve (12) paid holidays, exclusive of any sick days Executive may need. These beneﬁts may be modiﬁed or changed from time to time at the sole discretion of the Company . The details of the Company’ s full beneﬁt of ferings can be found in its Employee Handbook. 5. Business Expenses . During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performa nce of Executive’ s duties hereunder , in accordance with the Company’ s expense reimbursement policy as in effect from time to time. All reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code (“Section 409A ”) and the rules and regulations thereunder , including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligib le expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. -2-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 3/116. Termination of Employment . (a) Effectiveness . Notwithstanding any other provision of this Agreement, the Company may terminate Executive’ s employment at any time, which shall be effective on the date the Company gives notice to Employee of such termination in accordance with this Agreement unless otherwise agreed by the Parties. Executive may resign from Executive’ s employment with the Company , provided that Executive provide at least four (4) weeks prior written notice (the “Notice Period ”). Such resignation shall be effective upon the expiration of the Notice Period. In the event that the Company accelerates the effective date of a resignation, such acceleration will result in the date selected by the Company serving as Executive’ s ﬁnal day of employment without any obligation for the Company to pay Executive’ s Base Salary for any days that remain in the Notice Period after such date. Executive’ s employment will terminate automatically upon Executive’ s Death or , upon fourteen (14) days prior written notice from the Company , in the event of Disability . (b) Effect of Termination . Upon any termination of Executive’ s employment, including by the Company or based on Executive’ s resignation or based on Executive’ s death or Disability , Executive shall be entitled to: (i) Executive’ s Base Salary through the effective date of termination; (ii) the right to continue health care beneﬁts under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA ”), at Executive’ s cost, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is entitled to be reimbursed pursuant to Section 5 above, but for which Executive has not yet been reimbursed; and (iv) no other severance or beneﬁts of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in ef fect. (c) Disability . For purposes of this Agreement, “Disability ” means that Executive, at the time notice is given, has been unable to substantially perform Executive’ s duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’ s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation. 7.Company Matters . (a) Proprietary Information and Inven tions . In connection with Executive’ s employment with the Company , Executive will receive and have acces s to Company conﬁdential information and trade secrets. Accordingly , enclosed with this Agreement is a Conﬁdentiality , Non- Solicitation, and Intellectual Property Agreement (the “Conﬁdential Information Agreement ”) which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’ s conﬁdential information and trade secrets, among other obligations. Executive agrees to review the Conﬁdential Information Agreement and only sign it after careful consideration. (b) Resignation on Termination . On termination of Executive’ s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, ofﬁces or other positions that Executive may hold in the Company or any afﬁliate, unless otherwise agreed in writing by the Parties. (c) Notiﬁcation of New Employer . In the event that Executive leaves the employ of the Company , Executive grants consent to notiﬁcation by the Com pany to Executive’ s new employer about Executive’ s rights and obligations under this Agreement and the Conﬁdential Information Agreement. Company agrees not to notify Executive’ s new employer unless it has a reasonable belief that Executive has violated or intends to violate a provision of the Conﬁdential Information Agreement. 8. Arbitration . To ensure the timely and economical resolution of disputes that may arise in connection with Executive’ s employment with the Company , Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Conﬁdential Information Agreement, or Executive’ s employment, or the termination of Executive’ s employment,16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 4/11including but not limited to the Massachusetts Antidiscrimination Act, Mass. Gen. Laws ch.151B and the Massachusetts W age Act, Mass. Gen. Laws ch. 149, -3-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 5/11and any other statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by law, by ﬁnal, binding and conﬁdential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS ”) under the then applicable JAMS rules (at the following web address: https://www .jamsadr .com/rules-employment-arbitration/ ); provided, however , this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding . In addition, all claims, disputes, or causes of action under this Section, whether by Executive or the Company , must be brought in an individual capacity , and shall not be brought as a plaintif f (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity . The Arbitrator may not consolidate the claims of more than one person or entity , and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by the arbitrator . Likewise, procedural questions which grow out of the dispute and bear on the ﬁnal disposition are also matters for the arbitrator . The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator ’s essential ﬁndings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modiﬁed in the Conﬁdential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment may be publicly ﬁled with a court, while any other claims will remain subject to mandatory arbitration. 9. Assignment . This Agreement will be binding upon and inure to the beneﬁt of (a) the heirs, executors and legal representatives of Executive upon Executive\\'s death and (b) any successor of the Company . Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company . None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer , conveyance or other disposition of Executive’ s right to compensation or other beneﬁts will be null and void. 10. Notices . All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier , mailed by United States ﬁrst-class mail, postage prepaid, or sent by facsimile directed to the Party to be notiﬁed at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery , three (3) days after the date of mailing, or upon conﬁrmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on ﬁle with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 6/1111. Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and ef fect without said provision. -4-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 7/1112. Integration . This Agreement, together with the Plan and related agreements, and the Conﬁdential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration, or modiﬁcation of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto. 13. Tax Withholding . All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. 14. Waiver . No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver . The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach 15. Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts (with the exception of its conﬂict of laws provisions). 16. Acknowledgment . Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’ s legal couns el, has had sufﬁcient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 17. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 18. Effect of Headings . The section and subsection headings contained herein are for convenience only and shall not af fect the construction hereof. 19. Construction of Agreement . This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party . 20. Section 409A . (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or beneﬁts to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation beneﬁts that are considered deferred compensation under Section 409A (together , the “Deferred Compensation Separation Beneﬁts ”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “speciﬁed employee” within the meaning of Section 409A at the time of Executive’ s termination (other than due to death), then the Deferred Compensation Separation Beneﬁts that are payable within the ﬁrst six (6) months following Executive’ s separation from servic e, will become payable on the ﬁrst payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’ s separation from service. All subsequent Deferred Compensation Separation Beneﬁts, if any, will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Notwithstanding anything herein to the contrary , if Executive dies following Executive’ s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’ s death and all other Deferred Compensation Separation Beneﬁts will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Each payment and beneﬁt payable under this16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 8/11Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. -5-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 9/11(c) Any amount paid under this Agreem ent that satisﬁes the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. (d) Any amount paid under this Agreement that qualiﬁes as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. For purposes of this Agreement, “Section 409A Limit ” will mean the lesser of two (2) times: (i) Executive’ s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’ s taxable year preceding Executive’ s taxable year of Executive’ s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualiﬁed plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’ s employment is terminated. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and beneﬁts to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply . The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary , appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. -6-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 10/11IN WITNESS WHEREOF , each of the Parties has executed this Agreement as of the day and year ﬁrst above written. “COMP ANY” X4 PHARMACEUTICALS, INC. By:/s/ Paula Ragan Paula Ragan, PhD, CEO Address : X4 Pharmaceuticals, Inc 61 North Beacon Street, 4 Floor Boston, MA 02134 Attn: Email: “EXECUTIVE” MURRA Y STEW ART /s/ Murray Stewart Executive Name Address : Email: Enclosure Conﬁdentiality , Non-Solicitation, and Intellectual Property Agreement X4 PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT SIGNA TURE P AGEt h -7-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 11/11" }, { "role": "assistant", "content": "{\"clause_text\": \"Annual discretionary bonus based on company and individual performance.\", \"clause_type\": \"Bonus\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Aligned with flexible bonus schemes permitted under labor law.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.21 4 ex-1021.htm EX-10.21 Exhibit 10.21 image_0.jpg EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement ”) is entered into as of November 14, 2022, (the “Effective Date ”), by and between X4 Pharmaceuticals, Inc. (the “Company ”), and Murray Stewart (“Executive ”) (collectively referred to as the “Parties ” or individually referred to as a “ Party ”). R E C I T A L S WHEREAS, the Company desires to employ Executive as its Chief Medical Ofﬁcer , and to enter into an agreement embodying the terms of such employment; WHEREAS, Executive desires to accept such employment and enter into such an agreement. A G R E E M E N T NOW , THEREFORE, in consideration of the premises and mutual coven ants herein and for other good and valuable consideration, the Parties agree as follows: 1. Duties and Scope of Employment . (a) Positions and Duties . As of November 14, 2022 (the “Start Date ”), Executive will serve as Chief Medical Ofﬁcer of the Company . Executive will render such business and professional services in the performance of Executive’ s duties, consistent with Executive’ s position within the Company , as shall reasonably be assigned to Executive by the Company’ s Chief Executive Ofﬁcer . The period of Executive’ s at-will employment under the terms of this Agreement is referred to herein as the “ Employment Term.” (b) Obligations . During the Employment Term, Executive will perform Executive’ s duties faithfully and to the best of Executive’ s ability and will devote Executive’ s full business efforts and time to the Company . For the duration of the Employment Term, Executive agrees not to actively engage in any other employ ment, occupation or consulting activity , for any direct or indirect remuneration, that may create a conﬂict of interest or interfere with Executive’ s duties to the Company , without the prior approval of the Company’ s Chief Executive Ofﬁcer (c) No Conﬂicts . As a condition of Executive’ s employment, Executive certiﬁes to the Company that: (a) Executive is free to enter into and fully perform the duties of Executive’ s position; (b) Executive is not subjec t to any employment, conﬁdentiality , non-competition or other agreement that would restrict Executive’ s performance for the Company; (c) Executive’ s signing this Agreement does not violate any order , judgment or injunction applicable to Executive, or conﬂict with or breach any agreemen t to which Executive is a party or by which Executive is bound; and (d) all facts Executive has presented to the Company are accurate and true, including, but not limited to, all oral and written statements Executive has made (including those pertaining to Executive’ s education, training, qualiﬁcations, licensing and prior work experience) in any job application, resume, c.v., interview or discussion with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 1/112. At-Will Employment . The parties agree that Executive\\'s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 2/11reason. Executive understands and agrees that neither Executive ’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modiﬁcation, amendment, or extension, by implication or otherwise, of Executive’ s employment with the Company . 3. Compensation . (a) Base Salary . During the Employment Term, the Company will initially pay Executive as compensation for Executive’ s services a base salary at a rate of $508,500.00 per year, as modiﬁed from time to time at the discretion of the Company (the “Base Salary ”). The Base Salary will be paid in regular installments in accordance with the Company’ s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary ” for future employment under this Agreement. The ﬁrst and last payment will be adjusted, if necessary , to reﬂect a commencement or termination date other than the ﬁrst or last working day of a pay period. (b) Annual Bonus . For 2022 and 2023, Executive will be eligible to earn an annual discretionary bonus with a target amount equal to 40% of the Base Salary (“Target Bonus ”). The amount of the Target Bonus, if any, will be (i) prorated based on the total days the Executive is employed during the calendar year, (ii) determined in the sole discretion of the Company , and (iii) based, in part, on Executive’ s performance and the performance of the Company during the calendar year. For the 2022 Target Bonus, the Company will pay Executive the Target Bonus, if any, by no later than March 15th of the following calendar year. For the 2023 Target Bonus, the Company will pay Executive the Target Bonus, if any, on the ﬁrst regular payroll date following the date that Executive’ s employment is terminated by the Company or on the ﬁrst regular payroll date following the end of the Notice Period (as deﬁned below) if Executive Resigns. 4. Employee Beneﬁts . During the Employment Term, Executive may take advantage of various beneﬁts offered by the Company , such as group medical insurance, dental insurance, short-term disability , long-term disability and the Company’ s 401(k) plan. Executive will also be entitled to ﬁfteen (15) days of paid time off per year, as well as two (2) personal days and twelve (12) paid holidays, exclusive of any sick days Executive may need. These beneﬁts may be modiﬁed or changed from time to time at the sole discretion of the Company . The details of the Company’ s full beneﬁt of ferings can be found in its Employee Handbook. 5. Business Expenses . During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or other business expenses incurred by Executive in the furtherance of or in connection with the performa nce of Executive’ s duties hereunder , in accordance with the Company’ s expense reimbursement policy as in effect from time to time. All reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code (“Section 409A ”) and the rules and regulations thereunder , including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’ s lifetime (or during a shorter period of time speciﬁed in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligib le expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind beneﬁts is not subject to liquidation or exchange for another beneﬁt. -2-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 3/116. Termination of Employment . (a) Effectiveness . Notwithstanding any other provision of this Agreement, the Company may terminate Executive’ s employment at any time, which shall be effective on the date the Company gives notice to Employee of such termination in accordance with this Agreement unless otherwise agreed by the Parties. Executive may resign from Executive’ s employment with the Company , provided that Executive provide at least four (4) weeks prior written notice (the “Notice Period ”). Such resignation shall be effective upon the expiration of the Notice Period. In the event that the Company accelerates the effective date of a resignation, such acceleration will result in the date selected by the Company serving as Executive’ s ﬁnal day of employment without any obligation for the Company to pay Executive’ s Base Salary for any days that remain in the Notice Period after such date. Executive’ s employment will terminate automatically upon Executive’ s Death or , upon fourteen (14) days prior written notice from the Company , in the event of Disability . (b) Effect of Termination . Upon any termination of Executive’ s employment, including by the Company or based on Executive’ s resignation or based on Executive’ s death or Disability , Executive shall be entitled to: (i) Executive’ s Base Salary through the effective date of termination; (ii) the right to continue health care beneﬁts under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA ”), at Executive’ s cost, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is entitled to be reimbursed pursuant to Section 5 above, but for which Executive has not yet been reimbursed; and (iv) no other severance or beneﬁts of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in ef fect. (c) Disability . For purposes of this Agreement, “Disability ” means that Executive, at the time notice is given, has been unable to substantially perform Executive’ s duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’ s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation. 7.Company Matters . (a) Proprietary Information and Inven tions . In connection with Executive’ s employment with the Company , Executive will receive and have acces s to Company conﬁdential information and trade secrets. Accordingly , enclosed with this Agreement is a Conﬁdentiality , Non- Solicitation, and Intellectual Property Agreement (the “Conﬁdential Information Agreement ”) which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’ s conﬁdential information and trade secrets, among other obligations. Executive agrees to review the Conﬁdential Information Agreement and only sign it after careful consideration. (b) Resignation on Termination . On termination of Executive’ s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, ofﬁces or other positions that Executive may hold in the Company or any afﬁliate, unless otherwise agreed in writing by the Parties. (c) Notiﬁcation of New Employer . In the event that Executive leaves the employ of the Company , Executive grants consent to notiﬁcation by the Com pany to Executive’ s new employer about Executive’ s rights and obligations under this Agreement and the Conﬁdential Information Agreement. Company agrees not to notify Executive’ s new employer unless it has a reasonable belief that Executive has violated or intends to violate a provision of the Conﬁdential Information Agreement. 8. Arbitration . To ensure the timely and economical resolution of disputes that may arise in connection with Executive’ s employment with the Company , Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Conﬁdential Information Agreement, or Executive’ s employment, or the termination of Executive’ s employment,16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 4/11including but not limited to the Massachusetts Antidiscrimination Act, Mass. Gen. Laws ch.151B and the Massachusetts W age Act, Mass. Gen. Laws ch. 149, -3-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 5/11and any other statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by law, by ﬁnal, binding and conﬁdential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS ”) under the then applicable JAMS rules (at the following web address: https://www .jamsadr .com/rules-employment-arbitration/ ); provided, however , this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding . In addition, all claims, disputes, or causes of action under this Section, whether by Executive or the Company , must be brought in an individual capacity , and shall not be brought as a plaintif f (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity . The Arbitrator may not consolidate the claims of more than one person or entity , and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by the arbitrator . Likewise, procedural questions which grow out of the dispute and bear on the ﬁnal disposition are also matters for the arbitrator . The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator ’s essential ﬁndings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. Except as modiﬁed in the Conﬁdential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a sexual harassment claim, the sexual harassment may be publicly ﬁled with a court, while any other claims will remain subject to mandatory arbitration. 9. Assignment . This Agreement will be binding upon and inure to the beneﬁt of (a) the heirs, executors and legal representatives of Executive upon Executive\\'s death and (b) any successor of the Company . Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company . None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer , conveyance or other disposition of Executive’ s right to compensation or other beneﬁts will be null and void. 10. Notices . All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier , mailed by United States ﬁrst-class mail, postage prepaid, or sent by facsimile directed to the Party to be notiﬁed at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery , three (3) days after the date of mailing, or upon conﬁrmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on ﬁle with the Company .16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 6/1111. Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and ef fect without said provision. -4-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 7/1112. Integration . This Agreement, together with the Plan and related agreements, and the Conﬁdential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration, or modiﬁcation of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto. 13. Tax Withholding . All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. 14. Waiver . No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver . The failure of any Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach 15. Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts (with the exception of its conﬂict of laws provisions). 16. Acknowledgment . Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’ s legal couns el, has had sufﬁcient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 17. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 18. Effect of Headings . The section and subsection headings contained herein are for convenience only and shall not af fect the construction hereof. 19. Construction of Agreement . This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against either Party . 20. Section 409A . (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or beneﬁts to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation beneﬁts that are considered deferred compensation under Section 409A (together , the “Deferred Compensation Separation Beneﬁts ”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, if Executive is a “speciﬁed employee” within the meaning of Section 409A at the time of Executive’ s termination (other than due to death), then the Deferred Compensation Separation Beneﬁts that are payable within the ﬁrst six (6) months following Executive’ s separation from servic e, will become payable on the ﬁrst payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’ s separation from service. All subsequent Deferred Compensation Separation Beneﬁts, if any, will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Notwithstanding anything herein to the contrary , if Executive dies following Executive’ s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’ s death and all other Deferred Compensation Separation Beneﬁts will be payable in accordance with the payment schedule applicable to each payment or beneﬁt. Each payment and beneﬁt payable under this16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 8/11Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. -5-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 9/11(c) Any amount paid under this Agreem ent that satisﬁes the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. (d) Any amount paid under this Agreement that qualiﬁes as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Compensation Separation Beneﬁts for purposes of clause (a) above. For purposes of this Agreement, “Section 409A Limit ” will mean the lesser of two (2) times: (i) Executive’ s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’ s taxable year preceding Executive’ s taxable year of Executive’ s termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualiﬁed plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’ s employment is terminated. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and beneﬁts to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply . The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary , appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. -6-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 10/11IN WITNESS WHEREOF , each of the Parties has executed this Agreement as of the day and year ﬁrst above written. “COMP ANY” X4 PHARMACEUTICALS, INC. By:/s/ Paula Ragan Paula Ragan, PhD, CEO Address : X4 Pharmaceuticals, Inc 61 North Beacon Street, 4 Floor Boston, MA 02134 Attn: Email: “EXECUTIVE” MURRA Y STEW ART /s/ Murray Stewart Executive Name Address : Email: Enclosure Conﬁdentiality , Non-Solicitation, and Intellectual Property Agreement X4 PHARMACEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT SIGNA TURE P AGEt h -7-16/04/2025, 06:31 Document https://mcc.law.stanford.edu/capi/ﬁle/1031523 11/11" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee will work full-time and devote their entire business time to the company.\", \"clause_type\": \"Working Hours\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"This clause implies standard full-time work commitment without exceeding legal limits.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.10 3 exhibit1010-employmentlett.htm EX-10.10 Exhibit 10.10 samsara_owlxb Samsara Inc. March 17, 2023 Adam Eltoukhy Samsara Inc. 1 De Haro Street San Francisco, CA 94107 Re: Conﬁrmatory Employment Letter Dear Adam: This letter agreement (the “Agreement”) is entered into between the undersigned (“you”) and Samsara Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it (the “Effective Date”), as indicated below. The purpose of this Agreement is to conﬁrm the current terms and conditions of your employment. 1. Position. Your position will continue to be Executive Vice President, Chief Legal Ofﬁcer and you will continue to report to the Company’s Chief Executive Ofﬁcer. This is a full-time position. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conﬂict of interest with the Company or that is in any way competitive with the business or proposed business of the Company, nor will you assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company, except as approved by the Company’s Board of Directors (the “Board”). By signing this Agreement, you reconﬁrm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 2. Base Salary. Your current annual base salary is $350,200, which will be payable, less applicable withholdings and deductions, in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices. 3. Performance Bonus. You are eligible to earn an annual cash bonus with a target value of 50% of your annual base salary, based on achieving performance objectives established by the Board or an authorized committee thereof (the “Committee”) in its sole discretion and payable upon achievement of those objectives as determined by the Committee. For ﬁscal 2024, your bonus, to the extent earned, will be paid in accordance with the FY24 bonus plan as adopted by the Committee, as such plan may be amended, subject to you remaining employed with the Company through the applicable payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices. 4. Equity Awards. You have been granted various equity awards by the Company. Those equity awards shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans. 5. Employee Beneﬁts. As a regular full-time employee of the Company, you will continue to be eligible to participate in Company-sponsored beneﬁts in accordance with the terms of the Company’s policies and beneﬁts plan. In addition, you will receive all additional coverages and beneﬁts provided to Company executives, including director and ofﬁcer liability insurance. With the exception of the Company’s at-will employment policy, discussed below, the16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 1/7Company may, from time to time, in its sole discretion, modify or eliminate its policies and/or beneﬁts offered to employees. -1-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 2/76. Severance Beneﬁts. You will be eligible for the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”), attached hereto as Exhibit A, as of the Effective Date. Your Participation Agreement under the Severance Plan will specify the severance payments and beneﬁts you could be eligible to receive in connection with certain terminations of your employment with the Company. These protections will supersede all other severance payments and beneﬁts you would otherwise currently be eligible for, or would become eligible for in the future, under any plan, program or policy that the Company may have in effect from time to time. 7. Employee Invention Assignment and Conﬁdentiality Agreement. As an employee of the Company, you will continue to have access to certain conﬁdential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Employee Invention Assignment and Conﬁdentiality Agreement attached hereto as Exhibit B (the “Invention Assignment and Conﬁdentiality Agreement”). 8. Arbitration Agreement. Your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Arbitration Agreement attached hereto as Exhibit C (the “Arbitration Agreement”). 9. Employment Relationship. Employment with the Company will continue to be for no speciﬁc period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and beneﬁts, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized ofﬁcer of the Company (other than you). 10. Governing Law; Venue. All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any choice of law or conﬂict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any lawsuit arising out of or in any way related to this Agreement or to the Parties’ relationship hereunder shall be brought only in those state or federal courts having jurisdiction over actions arising in San Francisco County in the State of California. 11. Miscellaneous. This Agreement, together with your Participation Agreement, Invention Assignment and Conﬁdentiality Agreement, Arbitration Agreement, equity agreements, and other agreements referenced herein, constitute the entire agreement between you and the Company regarding the subject matters discussed, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modiﬁed by a written agreement signed by you and a duly authorized ofﬁcer of the Company. To conﬁrm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company. Sincerely, SAMSARA INC. By:/s/ Sanjit Biswas Sanjit Biswas Chief Executive Ofﬁcer I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as speciﬁcally set forth herein. /s/ Adam Eltoukhy Adam Eltoukhy Date:March 17, 202316/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 3/7-2-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 4/7EXHIBIT A SAMSARA INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION -3-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 5/7EXHIBIT B EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT -4-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 6/7EXHIBIT C SAMSARA INC. ARBITRATION AGREEMENT -5-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 7/7" }, { "role": "assistant", "content": "{\"clause_text\": \"The company will reimburse business-related travel expenses in accordance with its policies.\", \"clause_type\": \"Reimbursements\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"This clause is valid if the reimbursement policy is clearly defined elsewhere.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.10 3 exhibit1010-employmentlett.htm EX-10.10 Exhibit 10.10 samsara_owlxb Samsara Inc. March 17, 2023 Adam Eltoukhy Samsara Inc. 1 De Haro Street San Francisco, CA 94107 Re: Conﬁrmatory Employment Letter Dear Adam: This letter agreement (the “Agreement”) is entered into between the undersigned (“you”) and Samsara Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it (the “Effective Date”), as indicated below. The purpose of this Agreement is to conﬁrm the current terms and conditions of your employment. 1. Position. Your position will continue to be Executive Vice President, Chief Legal Ofﬁcer and you will continue to report to the Company’s Chief Executive Ofﬁcer. This is a full-time position. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conﬂict of interest with the Company or that is in any way competitive with the business or proposed business of the Company, nor will you assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company, except as approved by the Company’s Board of Directors (the “Board”). By signing this Agreement, you reconﬁrm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 2. Base Salary. Your current annual base salary is $350,200, which will be payable, less applicable withholdings and deductions, in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices. 3. Performance Bonus. You are eligible to earn an annual cash bonus with a target value of 50% of your annual base salary, based on achieving performance objectives established by the Board or an authorized committee thereof (the “Committee”) in its sole discretion and payable upon achievement of those objectives as determined by the Committee. For ﬁscal 2024, your bonus, to the extent earned, will be paid in accordance with the FY24 bonus plan as adopted by the Committee, as such plan may be amended, subject to you remaining employed with the Company through the applicable payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices. 4. Equity Awards. You have been granted various equity awards by the Company. Those equity awards shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans. 5. Employee Beneﬁts. As a regular full-time employee of the Company, you will continue to be eligible to participate in Company-sponsored beneﬁts in accordance with the terms of the Company’s policies and beneﬁts plan. In addition, you will receive all additional coverages and beneﬁts provided to Company executives, including director and ofﬁcer liability insurance. With the exception of the Company’s at-will employment policy, discussed below, the16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 1/7Company may, from time to time, in its sole discretion, modify or eliminate its policies and/or beneﬁts offered to employees. -1-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 2/76. Severance Beneﬁts. You will be eligible for the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”), attached hereto as Exhibit A, as of the Effective Date. Your Participation Agreement under the Severance Plan will specify the severance payments and beneﬁts you could be eligible to receive in connection with certain terminations of your employment with the Company. These protections will supersede all other severance payments and beneﬁts you would otherwise currently be eligible for, or would become eligible for in the future, under any plan, program or policy that the Company may have in effect from time to time. 7. Employee Invention Assignment and Conﬁdentiality Agreement. As an employee of the Company, you will continue to have access to certain conﬁdential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Employee Invention Assignment and Conﬁdentiality Agreement attached hereto as Exhibit B (the “Invention Assignment and Conﬁdentiality Agreement”). 8. Arbitration Agreement. Your acceptance of this Agreement conﬁrms that you are subject to the terms of the Company’s Arbitration Agreement attached hereto as Exhibit C (the “Arbitration Agreement”). 9. Employment Relationship. Employment with the Company will continue to be for no speciﬁc period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and beneﬁts, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized ofﬁcer of the Company (other than you). 10. Governing Law; Venue. All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any choice of law or conﬂict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any lawsuit arising out of or in any way related to this Agreement or to the Parties’ relationship hereunder shall be brought only in those state or federal courts having jurisdiction over actions arising in San Francisco County in the State of California. 11. Miscellaneous. This Agreement, together with your Participation Agreement, Invention Assignment and Conﬁdentiality Agreement, Arbitration Agreement, equity agreements, and other agreements referenced herein, constitute the entire agreement between you and the Company regarding the subject matters discussed, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modiﬁed by a written agreement signed by you and a duly authorized ofﬁcer of the Company. To conﬁrm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company. Sincerely, SAMSARA INC. By:/s/ Sanjit Biswas Sanjit Biswas Chief Executive Ofﬁcer I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as speciﬁcally set forth herein. /s/ Adam Eltoukhy Adam Eltoukhy Date:March 17, 202316/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 3/7-2-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 4/7EXHIBIT A SAMSARA INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION -3-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 5/7EXHIBIT B EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT -4-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 6/7EXHIBIT C SAMSARA INC. ARBITRATION AGREEMENT -5-16/04/2025, 06:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1032822 7/7" }, { "role": "assistant", "content": "{\"clause_text\": \"Employee will not disclose any confidential information during or after employment.\", \"clause_type\": \"Confidentiality\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Such clauses are legally enforceable under contract law.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 tm2310077d1_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this ‘‘Agreement”) is entered into as of March 21, 2023, to be effective as of the Effective Date (as defined herein) between BLUELINX CORPORATION, a Georgia corporation (the “Company”), Shyam Reddy (“Executive”) and, as to Sections 3(a), 3(b) and 3(e) only, BLUELINX HOLDINGS INC. (“BHI”). RECITALS WHEREAS, the Executive agrees to provide services to BHI as its President and Chief Executive Officer and to the Company as its President and Chief Executive Officer and BHI and the Company, in return agree to provide certain compensation and benefits to Executive; and WHEREAS, the Company and Executive mutually desire to memorialize the terms of Executive’s employment as President and Chief Executive Officer of BHI and the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Certain Definitions. Certain words or phrases with initial capital letters not otherwise defined herein are to have the meanings set forth in Section 8. 2. Employment. The Company shall employ Executive, and Executive accepts employment with the Company upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 5 (the “Employment Period”). For the purposes of this Agreement, the “Effective Date” shall be March 21, 2023. 3. Position and Duties. (a) During the Employment Period, Executive shall serve as President and Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities, and authority of an executive serving in such position, subject to the power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. 116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 1/46 (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company at the expiration of Executive’s then-current term. Executive shall serve as a member of the Board of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (c) During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may become a member of the board of directors of any other non-profit corporations, so long as doing so, in each instance, does not create a conflict of interest or interfere with Executive’s ability to execute Executive’s responsibilities hereunder. (d) Executive shall principally perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”), provided that Executive may be required to travel on Company business and Executive may, on a reasonable basis or at the direction of the Company, work remotely. (e) Executive, as the Chief Executive Officer of BHI, shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company’s employees, to the extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors of both BHI and the Company. 216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 2/46 4. Compensation and Benefits. (a) Salary. The Company agrees to pay Executive a salary during the Employment Period in installments (no less frequently than monthly) based on the Company’s payroll practices as may be in effect from time to time. The Executive’s salary is currently set at the rate of $775,000 (less applicable withholding and other customary payroll deductions) per year (“Base Salary”). The Base Salary may be adjusted at the sole discretion of the Compensation Committee of BHI’s Board of Directors. (b) Annual Bonus. (i) Executive shall be eligible to receive an annual bonus, with the annual bonus target to be 100% of Executive’s Base Salary (i.e., 100% upon achievement of annual “target” performance goals), with the “target” based upon satisfaction of performance goals and bonus criteria to be defined and approved by the Compensation Committee of BHI’s Board of Directors for each fiscal year. The Company shall pay any such annual bonus earned to Executive in accordance with the terms of the applicable bonus plan, but in no event later than March 15 of the calendar year following the calendar year in which such bonus is earned. Notwithstanding the foregoing, except as set forth in Section 6(c), Executive must remain employed with the Company through the date of a bonus payment in order to be eligible to receive such bonus. (ii) For 2023, Executive’s annual bonus (based on actual performance) will be prorated such that eleven fifty seconds (11/52) of the bonus is paid based on a bonus target of 80% of Executive’s base salary before the Effective Date (i.e., $525,000) and the remaining forty-one fifty seconds (41/52) of the bonus is paid based on a bonus target of 100% of Executive’s Base Salary as defined in Section 4(a). 316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 3/46 (c) Long-Term Incentives. During the Employment Period, Executive will be eligible to participate in long term-incentive programs of the Company and BHI now or hereafter made available to similarly situated executives, as deemed appropriate by the Compensation Committee of BHI’s Board of Directors to be applicable to Executive’s position as the Chief Executive Officer. For 2023, subject to approval by the Board of Directors, Executive’s target long-term incentive program awards shall have an aggregate grant value equal to $2,500,000, consisting of a mixture of time- and performance-based awards consistent with those granted to similarly situated executives. Executive’s long-term incentive program awards in future fiscal years shall be determined by the Compensation Committee of BHI’s Board of Directors in its sole discretion. All long-term incentive program awards granted to Executive shall be subject to the terms and conditions of the applicable equity incentive plan(s) of the Company and the award agreements thereunder. (d) Expense Reimbursement. The Company shall reimburse Executive for all reasonable and necessary expenses incurred by Executive during the Employment Period in the course of performing Executive’s duties under this Agreement in accordance with the Company’s policies in effect from time to time with respect to travel, entertainment, and other business expenses, and subject to the Company’s requirements applicable generally with respect to reporting and documentation of such expenses and subject to the “Reimbursement Rules” as defined in Section 8(q). In order to be entitled to expense reimbursement, Executive must be employed as Chief Executive Officer of either BHI or the Company on the date Executive incurred the expense. (e) Vacation. Executive shall receive days of paid time off in accordance with the Company’s policy applicable to senior executives, but in no event less than twenty-five (25) days per year, prorated for partial years of service. 416/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 4/46 (f) Executive Benefits Package. (i) Executive is entitled during the Employment Period to participate, on the same basis as the Company’s other senior executives, in the Company’s Standard Executive Benefits Package. The Company’s “Standard Executive Benefits Package” means those benefits (including insurance, vacation and other benefits, but excluding, except as hereinafter provided in Section 6, any broad-based severance pay program or policy of the Company) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board. (ii) BHI will maintain customary and appropriate Directors and Officers Liability Coverage for Executive during Executive’s Employment Period and for the 6-year period immediately following Executive’s Employment Period, and will afford Executive with the Indemnification set forth in the Amended and Restated Bylaws of BHI, as may be amended from time to time. The provisions of this Section 4(g)(ii) will survive the termination of Executive’s employment and this Agreement notwithstanding any other provision of this Agreement. (iii) During the Employment Period, BHI will provide to Executive: (a) an allowance to cover the cost of an annual physical, and (b) an annual car allowance of $10,000 in the aggregate per calendar year. (iv) BHI will sponsor Executive’s annual membership in appropriate professional, trade and leadership organizations as determined upon mutual agreement between the Board and Executive. (g) Additional Compensation/Benefits, The Compensation Committee of BHI’s Board of Directors, in its sole discretion, will determine any compensation and benefits to be provided to Executive during the Employment Period by BHI or the Company in addition to the compensation and benefits set forth in this Agreement, including, without limitation, any future grant of stock options or other equity awards. 516/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 5/46 (h) Disgorgement of Compensation. If BHI or the Company is required to prepare an accounting restatement due to material noncompliance by BHI or the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, to the extent required by law, Executive will reimburse the Company for: (i) any bonus or other incentive-based or equity-based compensation received by Executive from the Company (including such compensation payable in accordance with this Section 4 and Section 6) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement, but only to the extent such compensation would not have been earned in accordance with such restated financials; and (ii) any profits realized by Executive from the improper or unlawful sale of BHI’s securities during that 12-month period. Further, Executive acknowledges and agrees that any bonus or other incentive-based or equity-based compensation received by Executive under this Agreement or any other agreement or arrangement with the Company is subject to the Company’s policy (as in effect and as may be amended from time to time) providing for clawback or recovery of such amounts. Executive agrees that Executive shall be subject to any clawback or recovery of compensation policy adopted by the Company for purposes of giving effect to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any other requirement under any law, government declaration or stock exchange listing requirement. 5. Employment Period. (a) Subject to Section 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for successive one-year terms (each, a “Renewal Term”), unless the Company shall have given Executive written notice of non-extension at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term. 616/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 6/46 (b) Notwithstanding Section 5(a), the Employment Period will end upon the first to occur of any of the following events: (i) Executive’s death; (ii) the Company’s termination of Executive’s employment on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (a) without Cause or (b) upon expiration of the Employment Period solely as a result of the Company’s non-renewal as provided in Section 5(a) (a “Termination without Cause”); (v) Executive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”): or (vii) a Change in Control Termination. (c) Upon termination of Executive’s employment for any reason, unless otherwise expressly specified in a written agreement between Executive and the Board, Employee shall be deemed to have resigned from (i) all offices, board memberships, and other employment or managerial positions then held with the Company, BHI, and all of their affiliates, if any, and (ii) the Board of Directors of BHI, and the board of directors, board of managers, or other governing body of BHI and any direct or indirect subsidiary or affiliate of the Company or BHI, if any, and shall take all actions reasonably requested by the Company to evidence or effectuate the foregoing. (d) Any termination of Executive’s employment under Section 5(b) (other than Section 5(b)(i)) must be communicated by a “Notice of Termination” as defined in Section 8(m), delivered by the Company or Executive, as the case may be, to the other party. (e) Executive will be deemed to have waived any right to a Termination for Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45) calendar days after the date of the occurrence of such event or circumstance. 716/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 7/46 6. Post-Employment Period Payments. (a) Except as otherwise provided in Section 6(c) below, at the Date of Termination, Executive will be entitled to: (i) any Base Salary that has accrued but is unpaid, any properly reimbursable expenses that have been incurred but are unpaid, and any unexpired vacation days that have accrued under the Company’s vacation policy but are unused, as of the end of the Employment Period, which amount shall be paid in a lump sum in cash within thirty (30) calendar days of the Date of Termination, in accordance with the Reimbursement Rules, where applicable, (ii) any plan benefits accrued before the termination plus the coverage described in Section 4(g)(ii) plus any benefits that by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any such benefit plan in which Executive has participated as a Company employee and excluding, except as hereinafter provided in Section 6, any Company severance pay program or policy), and (iii) any benefits to which Executive is entitled in accordance with Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”). Except as specifically described in this Section 6(a) and in the succeeding subsections of this Section 6 (under the circumstances described in those succeeding subsections), from and after the Date of Termination. Executive shall cease to have any rights to salary, bonus, expense reimbursements or other benefits from the Company, BHI or any of their subsidiaries or affiliates. (b) If Executive’s employment terminates on account of Executive’s death, Disability, Voluntary Termination, or Termination for Cause in accordance with Section 5(a), the Company will provide no further benefit and make no further payments to Executive except as contemplated in Section 6(a). (c) If Executive’s employment terminates on account of a Termination without Cause or a Termination for Good Reason, neither of which qualifies as a Change in Control Termination, subject to Section 6(e) below, Executive shall, in addition to the benefits and payments described in Section 6(a), be entitled to any earned but unpaid annual bonus for the fiscal year prior to the year in which the Date of Termination occurs and, contingent upon Executive’s execution of a Separation and Release Agreement in a form substantially similar, but subject to modifications consistent with legal or market changes, to that attached as Exhibit A to this Agreement and defined in Section 8(s), the following: (i) a payment equal to two (2) times Executive’s annual Base Salary in effect immediately prior to the Date of Termination (the ‘‘Severance Amount” as defined in Section 8(t)). The Severance Amount, up to an amount equal to the “Separation Pay”, as defined in Section 8(u), shall be paid in a lump sum no later than ten (10) business days after the effective date of the Separation and Release Agreement. The Severance Amount in excess of the Separation Pay, if any, shall be paid in a lump sum on the earlier to occur of the first business day following the date which is six (6) months after the Date of Termination or the tenth (10th) business day following the date of Executive’s death, provided that, in the case of death, no amount will be paid prior to the first regular pay day following the effective date of the Separation and Release Agreement, at which time any missed payments will also be paid; 816/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 8/46 (ii) all unvested time-vested restricted stock unit grants shall automatically vest and become non- forfeitable; (iii) all unvested performance-vested performance share unit or restricted stock unit grants shall remain outstanding and shall vest and become non-forfeitable in accordance with their terms and based on the actual performance of the Company; (iv) continued participation in the Company’s medical and dental plans, on the same basis as active employees participate in such plans, until the earlier of (1) Executive’s eligibility for any such coverage under another employer’s or any other medical or dental insurance plans or (2) the date that is one (1) year after the Date of Termination; except that in the event that participation in any such plan is permitted only by Executive electing continued participation through COBRA, or if participation in any such plan would result in adverse tax consequences to Executive of the Company, then assuming Executive timely makes an election under COBRA, the Company shall reimburse Executive on a monthly basis in accordance with the Reimbursement Rules for any COBRA premiums paid by Executive (for Executive and Executive’s dependents). Executive agrees that the period of coverage under such plans (or the period of reimbursement if participation is through COBRA) shall count against the plans’ obligation to provide continuation coverage pursuant to COBRA; and (v) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). 916/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 9/46 (d) If Executive’s employment is terminated on account of a Change in Control Termination, subject to Section 6(e) below, Executive shall be entitled to the payments and benefits described in Section 6(c), contingent upon Executive’s execution of the Separation and Release Agreement, attached as Exhibit A, except that: (i) the payment called for in Section 6(c)(i) shall be equal to two (2) times the sum of Executive’s annual Base Salary plus Executive’s target annual bonus in effect immediately prior to the Date of Termination instead of two (2) times Executive’s Base Salary, less applicable payroll deductions; (ii) all unvested performance-vested performance share unit or restricted stock unit grants shall be deemed satisfied at the greater of target or actual performance extrapolated as of the Change in Control Termination through the end of the applicable performance period, provided that actual performance may only be extrapolated as of the Change in Control Termination if at least one year of the grant’s performance period has been completed as of the Change in Control Termination. Notwithstanding the foregoing, if the unvested units are subject to a stock price performance condition that is not satisfied at the closing of the Change in Control, such units shall not vest and shall be forfeited by Executive. (iii) the time period described in Section 6(c)(iv) shall be eighteen (18) months instead of one (1) year. 1016/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 10/46 (e) The Company shall have no obligation to make any of the payments, or deliver any of the benefits, in accordance with Section 6(c) or Section 6(d) if Executive declines to sign and return the Separation and Release Agreement, or revokes the Separation and Release Agreement or the Separation and Release Agreement does not become effective within the sixty (60) calendar day period after the Date of Termination. Notwithstanding any other provision of this Agreement, any payments to be made, or benefits to be delivered, under this Agreement (other than the payments required to be made by the Company pursuant to Sections 6(a) prior to Executive’s execution of the Separation and Release Agreement and the expiration of the applicable revocation period, without Executive having elected to revoke same, within the 60-day period after the Date of Termination, shall be accumulated and paid in a lump sum or delivered after Executive’s execution of the Separation and Release Agreement and the expiration of the applicable revocation period, without Executive having elected to revoke same (except that, if such 60-day period spans more than one (1) calendar year, and the payments or benefits constitute deferred compensation subject to Section 409A, the payments shall be paid, and the benefits delivered, in the subsequent calendar year). (f) Executive is not required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. 7. Competitive Activity; Confidentiality; Non-solicitation; Ownership of Work Product. (a) Confidential Information and Trade Secrets. (i) Executive shall hold in a fiduciary capacity for the benefit of the Company Group all “Confidential Information” and “Trade Secrets” as described in Section 8. The Company’s business has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over a long period of time for research, marketing, sales, and development of its Confidential Information and Trade Secrets. As a result of these investments, the Company has developed and will continue to develop certain valuable Confidential Information and Trade Secrets that are particular, proprietary, and unique to the Company’s business, and the disclosure of which would cause the Company great and irreparable harm. Executive therefore acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such disclosure, use, and/or misappropriation. 1116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 11/46 (ii) During Executive’s employment and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be required by law or legal process, use, communicate, or divulge Confidential Information other than as necessary to perform Executive’s duties for the Company; provided, however, that if the Confidential Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination. In addition, except as necessary to perform Executive’s duties for the Company, during Executive’s employment and thereafter for the applicable period under the Georgia Trade Secret laws in effect at the time of Executive’s termination, Executive will not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or indirectly, make use of any Trade Secrets, for Executive or any other person or entity, without the express written consent of the Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any protection provided to any such information under any applicable federal, state or local law. Pursuant to the Defend Trade Secrets Act of 2016, Executive understands that: (i) an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (ii) further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. 1216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 12/46 (iii) All files, records, documents, drawings, specifications, data, computer programs, customer or vendor lists, specific customer or vendor information, marketing techniques, business strategies, contract terms, pricing terms, discounts and management compensation of the Company, BHI or any of their respective subsidiaries and affiliates, whether prepared by Executive in the course of Executive’s duties or otherwise coming into Executive’s possession, shall remain the exclusive property of the Company, BHI or any of their respective subsidiaries and affiliates, and Executive shall not remove any such items from the premises of the Company, BHI or any of their respective subsidiaries and affiliates, except in furtherance of Executive’s duties. (iv) As requested by the Company from time to time and upon the termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company, BHI or any of their respective subsidiaries and affiliates, all copies and embodiments, in whatever form, of all property of the Company, BHI or any of their respective subsidiaries and affiliates in Executive’s possession or within Executive’s control (including, but not limited to, Confidential Information, Trade Secrets, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes, keys, access cards, and credit cards) irrespective of the location or form of such material, including such information located on Executive’s personal mobile phone, tablet, or laptop computer. If requested by the Company, Executive will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein. (v) This Section 7(a) is not intended to restrict or limit any of the protected rights contained in this Agreement in any way. 1316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 13/46 (b) Non-Solicitation of Protected Customers. Executive understands and agrees that the relationship between the Company Group and each of its Protected Customers constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during Executive’s employment with the Company and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of marketing, selling or providing to the Protected Customer any goods or services substantially similar to the goods or services provided by the Company Group during the two (2) years prior to the Date of Termination. (c) Non-Solicitation of Employees. Executive understands and agrees that the relationship between the Company Group any employee of the Company Group constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during Executive’s employment and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit or induce, or attempt to solicit or induce, any employee of the Company Group to terminate their employment with the Company Group or, for a period of no more than six (6) months after the Company Group employee is no longer employed by any member of the Company Group, to enter into employment with any other Person that is in competition with the Company Group. (d) Non-Solicitation of Vendors. Executive understands and agrees that the relationship between the Company Group and each of its vendors constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during Executive’s employment with the Company and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away or induce, any existing or prospective vendor of any member of the Company Group to reduce, terminate or otherwise negatively alter its relationship with any member of the Company Group. 1416/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 14/46 (e) Non-Competition. During Executive’s employment and, if Executive’s employment relationship is terminated for any reason hereunder, for a period of two (2) years following the termination of Executive’s employment (the “Restricted Period”), Executive shall not render executive services of the type provided by Executive to or on behalf of the Company within the two (2) years prior to the Date of Termination to any Person that engages in or owns, invests in any material respect, operates, manages or controls any venture or enterprise which substantially engages or proposes to substantially engage in the Competitive Services in the Restricted Territory. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (f) Ownership of Work Product. (i) The Company shall own all Work Product (as defined below). If any of the Work Product may not, by operation of law, be considered work made for hire by Executive for the Company, Executive agrees to assign, and upon creation thereof automatically assign, without further consideration, the ownership of all Confidential Information, Work Product and other intellectual property rights therein to the Company, its successors and assigns. The Company shall have the right to obtain and hold in its or their own name copyrights, registrations, patents, and any other protection available in the foregoing. Executive agrees to perform, upon the reasonable request of the Company, during or after Executive’s termination of employment with the Company, such further acts as may be necessary or desirable to transfer, perfect and defend the Company’s ownership of the Work Product. The Company shall reimburse all reasonable out-of- pocket expenses incurred by Executive at the Company’s request in connection with the foregoing. Executive hereby irrevocably relinquishes and waives for the benefit of the Company Group and its assigns any moral rights and any other nonassignable rights or claims in the Work Product recognized by applicable law. To the extent any of Executive’s rights in the Work Product are not assignable or waiveable, Executive hereby grants the Company a perpetual, irrevocable, exclusive license to use and exercise such rights in any manner whatsoever. 1516/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 15/46 (ii) For purposes hereof, “Work Product” means all intellectual property rights, including all U.S. and international copyrights, patentable inventions, Trade Secrets, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology, strategic plans, information, ideas, concepts or other work product (i) that relates to the business and interests of the Company Group and that Executive creates, invents, conceives or develops at any time during the term of Executive’s employment (whether or not during normal working hours), and for a period of 180 days thereafter, (ii) that relate to the Company Group’s business, actual or demonstrably anticipated research or development of the Company Group, or which results from any work performed by Executive (alone or in conjunction with others) for the Company Group or (iii) that is now contained in any of the technologies, products or systems of the Company Group to the extent Executive invented, created, conceived, developed or delivered such Work Product to the Company Group prior to the date of this Agreement while Executive was engaged as an employee of the Company Group or its predecessors in interest. (g) Reasonableness of Restrictions. Executive acknowledges that the postemployment restrictions contained in this Agreement are reasonable, proper, and necessitated by the Company’s legitimate business interests, and the goodwill associated with the Company’s business. Executive also acknowledges that the geographic scope of this Agreement is reasonable, necessary to protect the Company’s legitimate business interests, and does not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company. Executive therefore acknowledges that the Company has a protectable interest in restricting Executive from disclosing Confidential Information and Trade Secrets, from competing against the Company, and from soliciting its Protected Customers and other employees. However, if, at the time of enforcement, a court or arbitrator holds that the duration, geographical area, or scope of activity restrictions stated in the Non-Competition and/or Non- Solicitation Sections of this Agreement are unreasonable under circumstances then existing, or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company, Executive agrees that the maximum duration, scope, or area reasonable under such circumstances will be substituted for the stated duration, scope, or area and that the court or arbitrator will be allowed to revise the restrictions contained herein to cover the maximum duration, scope, and area permitted by law, in all cases, giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible. 1616/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 16/46 (h) Remedies: Specific Performance. The parties acknowledge and agree that Executive’s breach of any of the restrictions set forth in this Section 7 will result in irreparable and continuing damage to the Company Group for which there may be no adequate remedy at law. The parties further agree and acknowledge that the Company, and each member of the Company Group, as applicable, shall be entitled to equitable relief, including specific performance and injunctive relief, as a remedy for any such breach and shall not be required to post bond in connection with obtaining such relief. Such equitable remedies shall be in addition to any and all remedies, including damages, available to the Company, or any member of the Company Group, as applicable, for such breaches by Executive. In addition, without limiting any of the foregoing remedies, and except as otherwise required by law, Executive shall not be entitled to any payments set forth in Section 6 hereof and shall be obligated to repay to the Company the after tax amount of any payments previously made pursuant to Section 6 hereof if Executive commits a Material Breach of any of the covenants set forth in this Section 7 and fails to remedy or cure such Material Breach within fifteen (15) business days after Executive’s receipt of written notice thereof from the Company. (i) Communication of Section 7 Obligations. During Executive’s employment and for two years thereafter. Executive will communicate Executive’s obligations under this Section 7 to any person, firm, association, partnership, corporation or other entity with which Executive accepts employment or is considering an offer of employment. 1716/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 17/46 (j) No Harassing or Disparaging Conduct. Executive further agrees and promises that Executive will not engage in, or induce other persons to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Company, the activities of Company, or the Releasees at any time in the future. For purposes of this Section, a disparaging statement is any communication, oral or written, which would tend to cause the recipient of the communication to question the business condition, integrity, competence, fairness, or good character of the person to whom, or the entity to which, the communication relates. Executive understands that this nondisparagement provision does not apply on occasions when Executive testifies or gives evidence to a court or other governmental authority and Executive must, of course, respond truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this Agreement or other rights, powers, privileges, or claims not released by this Agreement. Nothing in this nondisparagement provision is intended in any way to intimidate, coerce, deter, persuade, or compensate Executive with respect to providing, withholding, or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or related provision of state or federal law. The Company agrees to instruct the executive officers of Company not to engage in or induce other persons to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Executive at any time in the future. Notwithstanding the foregoing, Company will not be liable for any unauthorized statements made by any officer or employee of Company, and nothing in this Section may be used to penalize Company for any officer or employee providing truthful testimony under oath in a judicial or administrative proceeding or complying with an order of a court or governmental agency of competent jurisdiction. (k) No Limitation. The Company’s rights under this Section 7 are in addition to, and not in lieu of, all other rights the Company may have at law or in equity to protect its confidential information, trade secrets and other proprietary interests. 1816/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 18/46 (l) Protected Rights. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, nor does this Agreement impact or limit Executive’s eligibility to receive an award for information provided to any Government Agencies. 8. Definitions. (a) “Cause” means: (i) Executive’s Material Breach of the duties and responsibilities of Executive or of any provision of this Agreement, provided however, that Executive’s engagement in activities prohibited by Section 7 shall constitute Cause regardless of whether such engagement constitutes a Material Breach; (ii) Executive’s (x) conviction of a felony or (y) conviction of any misdemeanor involving willful misconduct (other than minor violations such as traffic violations) if such misdemeanor causes or is likely to cause material damage to the property, business, or reputation of BHI or the Company or their respective subsidiaries and affiliates; (iii) acts of dishonesty by Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, BHI or their respective subsidiaries and affiliates; (iv) conduct by Executive in connection with Executive’s duties hereunder that is fraudulent, unlawful, or willful, and is also materially injurious to the Company, BHI, or their respective subsidiaries and affiliates; 1916/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 19/46 (v) Executive’s failure to cooperate fully, or failure to direct the persons subject to Executive’s management or direction to cooperate fully with all corporate investigations or independent investigations by the Company, BHI or the BHI Board of Directors, all governmental investigations of the Company or its subsidiaries and affiliates, and all orders involving Executive or the Company (or its subsidiaries and affiliates) entered by a court of competent jurisdiction; or (vi) Executive’s material violation of BHI’s Code of Conduct (including as applicable to executive officers), or any successor codes; (vii) No act, or failure to act, on Executive’s part shall be considered “willful” unless Executive has acted or failed to act with a lack of good faith and with a lack of reasonable belief that Executive’s action or failure to act was in the best interests of the Company, BHI, or their respective subsidiaries and affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by BHI’s Board of Directors or the Board of Directors of the Company or based upon the advice of counsel for BHI or the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of BHI and the Company. Any termination of Executive’s employment by BHI or the Company under this Agreement shall be deemed to be a termination other than for Cause unless it meets all requirements of this Section 8(a). In addition, if a court of competent jurisdiction later determines that the reason(s) set forth by the Company in the Cause Notice are improper or otherwise do not meet the definition of Cause set forth in this Section 8(a), the damages to which Executive will be entitled shall be equal to the amounts that would have been paid to Executive had Executive been terminated by the Company without Cause, plus reasonable attorneys’ fees, costs, expenses, and prejudgment interest; provided, however, if a court of competent jurisdiction determines that the reason(s) set forth by the Company in the Cause Notice are proper or otherwise meet the definition of Cause set forth in this Section 8(a), Executive shall reimburse the Company for reasonable attorneys’ fees, costs and expenses incurred by the Company in connection with such lawsuit. 2016/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 20/46 Finally, Executive shall have thirty (30) calendar days following receipt of the Cause Notice to address and “cure” any act or omission which might provide the basis for a termination for “Cause” if such act or omission is curable and, if cured within such 30-day period, such acts or omissions shall not provide the basis for a termination for “Cause”. Notwithstanding anything in this Section 8(a) to the contrary, in the event the Company is precluded from providing the Cause Notice due to applicable law or regulation, or an ongoing internal investigation that would be compromised by providing the Cause Notice, the Company shall provide the Cause Notice within ten (10) business days after such impediment to providing the Cause Notice no longer exists. (b) “Change in Control” means any of the following events: (i) The acquisition by any individual, entity, or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d- 3 promulgated under the Exchange Act, of more than 50% of either: (i) the then outstanding shares of common stock of BHI (the “Outstanding BH1 Common Stock”), or (ii) the combined voting power of the then outstanding securities of BHI entitled to vote generally in the election of directors (the “Outstanding BHI Voting Securities”): excluding, however, the following: (A) any acquisition directly from BHI (excluding any acquisition resulting from the exercise of an exercise, conversion, or exchange privilege unless the security being so exercised, converted, or exchanged was acquired directly from BHI); (B) any acquisition by BHI; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by BHI or any corporation controlled by BHI; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (x), (y), and (z) of Section 8(b)(iii). (ii) Individuals who, as of the Effective Date, constitute the Board of Directors of BHI (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of BHI subsequent to the Effective Date whose election, or nomination for election by BHI’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of BHI as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of BHI shall not be deemed a member of the Incumbent Board; 2116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 21/46 (iii) Consummation of a reorganization, merger, or consolidation of BHI or sale or other disposition of all or substantially all of the assets of BHI (a “Corporate Transaction”): excluding, however, a Corporate Transaction pursuant to which: (x) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding BHI Common Stock and the Outstanding BHI Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case maybe, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns BHI or all or substantially all of BHI’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding BHI Common Stock and the Outstanding BHI Voting Securities, as the case may be; (y) no Person (other than BHI; any employee benefit plan (or related trust) sponsored or maintained by BHI or any corporation controlled by BHI; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, thirty percent (30%) or more of the Outstanding BHI Common Stock or the Outstanding BHI Voting Securities, as the case may be) will beneficially own, directly or indirectly, thirty percent (30%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors; and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) Approval by the stockholders of BHI of a plan of complete liquidation or dissolution of BHI. 2216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 22/46 (c) “Change in Control Termination” means termination of Executive’s employment by the Company as a result of a Termination without Cause or by Executive as a result of a Termination for Good Reason either within (i) twenty-four (24) calendar months following a Change in Control or (ii) six (6) months prior to a Change in Control. (d) “Code” means the Internal Revenue Code of 1986, as amended. (e) “Company Group” means the Company, BHI, and each of their respective wholly-owned subsidiaries and affiliates. (f) “Competitive Services” means selling, marketing, manufacturing, or distributing products and/or services that are substantially similar to any of those sold, marketed, distributed, furnished or supplied by the Company within the two years prior to the Date of Termination including but not limited to lumber, panels, siding, trim, moulding, millwork, roofing, insulation, metals, decorative panels, fabrication, and logistics, or managing, supervising or otherwise participating in a management or sales capacity on behalf of an entity which distributes products substantially similar to those distributed by the Company during the two years prior to the Date of Termination. 2316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 23/46 (g) “Confidential Information” means knowledge or data relating to the Company Group that is not generally known to persons not employed or otherwise engaged by the Company Group, is not generally disclosed by the Company Group, and is the subject of reasonable efforts to keep it confidential. Confidential Information includes, but is not limited to, information regarding product or service cost or pricing, information regarding personnel allocation or organizational structure, information regarding the business operations or financial performance of the Company Group, sales and marketing plans, and strategic initiatives (independent or collaborative), information regarding existing or proposed methods of operation, current and future development and expansion or contraction plans, sale/acquisition plans and nonpublic information concerning the legal or financial affairs of the Company Group. Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company Group. This definition is not intended to limit any definition of confidential information or any equivalent term under applicable federal, state or local law. (h) “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Disability, thirty (30) calendar days after the Company gives Notice of Termination to Executive (provided that Executive has not returned to the performance of Executive’s duties on a full-time basis during this 30-day period), (ii) if Executive’s employment is terminated by Executive for Good Reason, the date specified in the Notice of Termination (but in no event prior to thirty (30) calendar days following the delivery of the Notice of Termination or more than sixty (60) calendar days following the delivery of the Notice of Termination), (iii) if Executive’s employment is terminated by Executive for any reason other than Good Reason, the date on which a Notice of Termination is given to the Company; and (iv) if Executive’s employment is terminated by the Company for any other reason, the date on which a Notice of Termination is given (except as a result of non-renewal by the Company as provided in Section 5(a), in which event the Date of Termination will be the date of the expiration of the Initial Term or the Renewal Term, as applicable). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code (“Section 409A”) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. 2416/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 24/46 (i) “Disability” means the determination (1) by the Company, in accordance with applicable law, based on information provided by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative that, as a result of a physical or mental injury or illness, Executive has been unable to perform the essential functions of Executive’s job with or without reasonable accommodation for a period of (i) ninety (90) consecutive calendar days or (ii) one hundred eighty (180) calendar days in any one-year period, or (2) that Executive is currently eligible to receive long-term disability benefits under the long-term disability plan maintained by BHI or the Company in which Executive is a participant. Notwithstanding the foregoing, in the event that as a result of absence because of mental or physical incapacity Executive incurs a “separation from service” within the meaning of the term under Section 409A, Executive shall on such date automatically be terminated from employment because of Disability. (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (k) “Good Reason” means, without the consent of Executive, (A) any material diminution in Executive’s authority, duties, or responsibilities that is caused by the Company (it being understood that changes to reporting structure affecting Executive shall not be deemed a material diminution of authority, duties, or responsibilities so long as Executive’s responsibilities remain materially consistent with those of Chief Executive Officers of similarly-sized companies); (B) a material reduction of Executive’s Base Salary or the target bonus percentage as set forth in Section 4(c) herein (other than a general reduction in Base Salary and/or target bonus percentage that affects all similarly situated executives in substantially the same proportions); (C) the Company’s requiring Executive to be based at any office or location which is a material change (more than 25 miles) in geographic location from the Principal Office as described in Section 3(d); or (D) any material violation or non-performance by BHI or the Company of the terms of this Agreement, which shall include the Company knowingly requiring Executive to perform any act or omit to perform any act, if the performance or omission to perform would constitute a violation of the law. Notwithstanding the foregoing, the Company requiring Executive to be based at any office or location in Lawrenceville, Georgia shall not constitute “Good Reason” under (C) above. Notwithstanding the foregoing, “Good Reason” shall not be deemed to exist for purposes of (A) through (D) if the event or circumstance that constitutes “Good Reason” is rescinded or remedied by BHI or the Company to the reasonable satisfaction of Executive within thirty (30) days after receipt of a Notice of Termination. 2516/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 25/46 (l) “Material Breach” means an intentional act or omission by Executive which constitutes substantial non- performance of Executive’s obligations under this Agreement and causes material damage to the Company. (m) “Notice of Termination” means a written notice that indicates those specific termination provisions in this Agreement relied upon and that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. For purposes of this Agreement, no purported termination by either party is to be effective without a Notice of Termination. (n) “Person” means: any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise. (o) “Principal or Representative” means a principal, owner, partner, shareholder joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant. (p) “Protected Customers” means any then-existing customer to whom the Company Group sold its products or services at any time during Executive’s employment and actively sought prospective customers, with whom Executive either (i) had business dealings on behalf of the Company Group; (ii) supervised or coordinated the dealings between the Company Group and the customer; (iii) about whom Executive obtained Confidential information in the ordinary course of business as a result of Executive’s association with the Company Group; or (iv) who received products or services authorized by the Company Group, the sale or possession of which results or resulted in compensation, commissions, or earnings for the Executive within two years prior to the Date of Termination. 2616/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 26/46 (q) “Reimbursement Rules” means the requirement that any amount of expenses eligible for reimbursement under this Agreement be made (i) in accordance with the reimbursement payment date set forth in the applicable provision of the Agreement providing for the reimbursement or (ii) where the applicable provision does not provide for a reimbursement date, thirty (30) calendar days following the date on which Executive incurs the expense, but, in each case, no later than December 31 of the year following the year in which Executive incurs the related expenses; provided, that in no event shall the reimbursements or in- kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (r) “Restricted Territory” means the continental United States of America. (s) “Separation and Release Agreement” means an agreement substantially similar, but subject to modifications consistent with legal or market changes, to that attached hereto as Exhibit A, which shall be executed by Executive on or after the Date of Termination, pursuant to which Executive releases all current or future claims, known or unknown, arising on or before the date of the release against the Company, BHI, their subsidiaries, affiliates, and its officers, in exchange for the payments and benefits described in Section 6(c) or Section 6(d) herein. (t) “Severance Amount” means a payment equal to two (2) times Executive’s annual Base Salary in effect immediately prior to the Date of Termination, or two (2) times the sum of Executive’s annual Base Salary plus Executive’s target annual bonus in effect immediately prior to the Date of Termination in the event of a Change in Control Termination, as applicable, and is in exchange for Executive’s execution of the Separation and Release Agreement. (u) “Separation Pay” means that portion of the Severance Amount payment to be provided in Section 6(c)(i) or 6(d)(i) which the Company has determined is exempt from Section 409A and which does not exceed two times the lesser of (i) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of Executive preceding the Date of Termination, or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year of the Date of Termination. (v) “Trade Secrets” means all secret, proprietary or confidential information regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the definition of “trade secrets” within the meaning set forth in O.C.G.A. § 10-1-761. 2716/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 27/46 9. Executive Representations. Executive represents to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order judgment or decree to which Executive is a party or by which Executive is bound and (b) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of Executive, enforceable in accordance with its terms. 10. Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city or other taxes that the Company is required to withhold under any applicable law, regulation or ruling. 11. Section 409A. (a) Notwithstanding any provisions of this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Company) at the time of Executive’s separation from service (within the meaning of Section 409A) and if any portion of the payments or benefits to be received by Executive upon separation from service would be considered deferred compensation under Section 409A (that does not qualify for an exemption from Section 409A), any such deferred compensation amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Executive’s separation from service (the “Delayed Payments”) and any such benefits that would be deferred compensation and that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”) during the six-month period immediately following Executive’s separation from service (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day following the six-month anniversary of the date of Executive’s separation from service or (ii) Executive’s death (the applicable date, the “Permissible Payment Date”). 2816/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 28/46 (b) With respect to any amount of expenses eligible for reimbursement under Section 6(a), such expenses shall be reimbursed by the Company within thirty (30) calendar days following the date on which the Company receives the applicable invoice from Executive but in no event later than December 31 of the year following the year in which Executive incurs the related expenses; provided, that with respect to reimbursement relating to the Additional Delayed Payments, such reimbursement shall be made on the Permissible Payment Date. In no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Each payment under this Agreement shall be considered a “separate payment” and not of a series of payments for purposes of Section 409A. (d) Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to Executive on the Permissible Payment Date. 12. Excess Parachute Payments. (a) In the event that it shall be determined, based upon the advice of the independent public accountants for BHI or the Company (the “Accountants”), that any payment, benefit or distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a “Payment”) constitute “parachute payments” under Section 280G(b)(2) of the Code, as amended, then, if the aggregate present value of all such Payments (collectively, the “Parachute Amount”) exceeds 2.99 times Executive’s “base amount”, as defined in Section 280G(h)(3) of the Code (the “Executive Base Amount”), the amounts constituting “parachute payments” which would otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times Executive Base Amount (the “Reduced Amount”); provided that such amounts shall not be so reduced if Executive determines, based upon the advice of the Accountants, that without such reduction Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon Executive’s receipt of the Reduced Amount. 2916/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 29/46 (b) If the determination made pursuant to clause (a) of this Section 12 results in a reduction of the payments that would otherwise be paid to Executive except for the application of clause (a) of this Section 12, each particular entitlement of Executive shall be eliminated or reduced as follows: (i) first all cash payments, pro rata; and then (ii) all remaining benefits, pro rata. Within any of these categories, a reduction shall occur first with respect to amounts that are not deemed to constitute a “deferral of compensation” within the meaning of Code Section 409A (“Nonqualified Deferred Compensation”) and then with respect to amounts that are treated as Nonqualified Deferred Compensation, with such reduction being applied in each case to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made under clause (a) of this Section 12 (‘‘Overpayment”) or that additional payments which are not made by the Company pursuant to clause (a) of this Section 12 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made and that repayment will eliminate any excise tax otherwise due under Section 4999 of the Code, any such Overpayment shall be repaid by Executive to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. 3016/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 30/46 13. Cancelation of Prior Agreements. Executive’s employment is currently governed by a May 3, 2017 Employment Agreement, as amended, (the “SVP Employment Agreement”), a September 29, 2022 Transition Agreement (the “Transition Agreement”), and a December 23, 2022 Amended Transition Agreement (“Amended Transition Agreement”). This Agreement expressly cancels and supersedes the SVP Employment Agreement, Transition Agreement, and the Amended Transition Agreement except this Agreement does not in any way affect, modify, or nullify any prior agreement Executive has entered into with the Company regarding arbitration, confidentiality, trade secrets, inventions, unfair competition, or prior restrictive covenant agreements. To the extent any surviving agreement regarding arbitration, confidentiality, trade secrets, inventions, unfair competition, or restrictive covenants is inconsistent with the terms of this Agreement, this Agreement shall control. For the avoidance of doubt, Executive acknowledges and agrees that he is waiving all rights and entitlements to all unpaid or future payments and benefits contemplated by the Amended Transition Agreement, including those described in Section 4 therein. Additionally, Executive agrees to refund to the Company the gross amounts of any previous payments he received pursuant to Sections 4(a)(i) and 4(a)(iv) of the Amended Transition Agreement. 14. Successors and Assigns. This Agreement is to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by the Company of all of its rights and obligations under this Agreement to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided that the transferee or successor assumes the Company’s liabilities under this Agreement by agreement in form and substance reasonably satisfactory to Executive. 3116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 31/46 15. Survival. Subject to any limits on applicability contained therein, Section 7 will survive and continue in full force in accordance with its terms notwithstanding any termination of the Employment Period. 16. Indemnity. If any action is brought against the Company involving: (1) any actual or alleged restrictive covenant or other agreement that may prohibit or restrict Executive’s employment by the Company, or (2) Executive’s actual or alleged misappropriation of Confidential Information or Trade Secret, Executive agrees to defend, indemnify, and hold the Company harmless from any and all costs incurred in defending such proceeding. This includes, but is not limited to, court fees, attorneys’ fees, and from any and all liability, judgment, or settlement assessed against the Company. 17. Choice of Law. This Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Agreement or Executive’s employment with Company must be brought exclusively in either the United States District Court for the Northern District of Georgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. 18. Severability. Whenever possible, each provision of this Agreement is to 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, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Agreement is to be reformed, construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein. 3216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 32/46 19. Notices. Any notice provided for in this Agreement is to be in writing and is to be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient at the address indicated as follows: Notices to Executive: To the address listed in the personnel records of the Company. Notices to the Company: BlueLinx Corporation 1950 Spectrum Circle Suite 300 Marietta, Georgia 30067 Attention: Legal Department Facsimile: (770) 953-7008 or any other address or to the attention of any other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement is to be deemed to have been given when so delivered, sent or mailed. 20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding effect or enforceability of this Agreement. 21. Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way. 22. Counterparts. This Agreement may be executed in separate counterparts, each of which is to be deemed to be an original and all of which taken together are to constitute one and the same agreement. [Remainder of page intentionally left blank] 3316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 33/46 The parties are signing this Agreement as of the date first set forth above, to be effective as of the Effective Date. BLUELINX CORPORATION By: /s/ Kim Fennebresque Name. Kim Fennebresque Title:Chairman, BlueLinx Holdings Inc., EXECUTIVE /s/ Shyam Reddy Name:Shyam Reddy BLUELINX HOLDINGS INC. By: /s/ Kim Fennebresque Name. Kim Fennebresque Title:Chairman, BlueLinx Holdings Inc. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 34/46 EXHIBIT A SEPARATION AND RELEASE AGREEMENT In consideration for the undertakings and promises set forth in the April 15, 2021 Employment Agreement, as amended, (the “Employment Agreement”), the terms of which are incorporated herein by reference, and this Separation and Release Agreement (the “Separation and Release Agreement”) between Shyam Reddy (“Executive”) and BLUELINX CORPORATION (“Company”), Executive (on behalf of himself and Executive’s heirs, assigns and successors in interest) voluntarily agrees to completely settle and resolve all claims Executive may have against the Company and the Releasees, as defined below, as of the time Executive executes this Separation and Release Agreement. 1. Resignation From BHI Board of Directors. As of the Date of Termination (as defined in the Employment Agreement), Executive agrees to have resigned Executive’s position as a director of the Board of Directors of BLUELINX HOLDINGS INC. (“BHI”) and any other position as an officer, manager, director or member of any governing body he holds with the Company, BHI, or any of their direct or indirect subsidiaries or affiliated entities. 2. Consideration. In consideration of the promises and covenants contained herein, and provided Executive executes and does not revoke this Separation and Release Agreement, the Company will provide Executive with the payments and benefits described in either Section 6(c) or Section 6(d) of the Employment Agreement, as applicable (the “Consideration”). $_______ of the Severance Amount (as defined in the Employment Agreement) will act as consideration for the ADEA Release (as defined in Section 6.a) (the “ADEA Release Installment”). The ADEA Release Installment will be paid no later than ten (10) business days after the ADEA Release Date (as defined in Section 6.b). The remaining $_______ of the Severance Amount and the other Consideration will be paid no later than ten (10) business days after the Effective Date and will act as consideration for the remaining Released Claims, promises, and covenants in this Separation and Release Agreement, which the Parties agree and acknowledge became binding and effective as of the Effective Date and survive if Executive revokes the ADEA Release. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 35/46 3. Effective Date. This Separation and Release Agreement, with the exception of the ADEA Release (as defined in Section 6) shall become effective on the date on which the Executive signs the Agreement (the “Effective Date”). 4. Releasees. Executive agrees that this Separation and Release Agreement and the enclosed Employment Agreement releases all claims and potential claims against the Company, BHI, and any affiliated companies and related business entities, as well as their shareholders, subsidiaries, parent companies, divisions, joint ventures, sister corporations, assigns, assets, agents, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), employee benefit plan fiduciaries, insurers of employee benefits, directors, officers, former officers, employees, members, administrators, attorneys, representative trustees, successors/heirs, any co-employers or joint employers, and as intended third-party beneficiaries, investors, lenders, contractors, and all persons acting by, through, under, or in concert with them, jointly and severally, in their individual, fiduciary, and corporate capacities (collectively referred to throughout this Separation and Release Agreement and the enclosed Employment Agreement as the “Releasees”). 5. Release of All Claims by Executive. a. With the exception of (i) any claims that cannot legally be waived by private agreement (including any rights to unemployment benefits or worker’s compensation); (ii) any claims which may arise after the date Executive signs this Agreement; (iii) any claims for breach of this Agreement; and (iv) any right to seek or recover a monetary whistleblower award from a Government Agency (as defined in Section 9) as part of a government-administered whistleblower award program for providing information directly to a Government Agency (a “Whistleblower Award”), in exchange for, and in consideration of, the payments, benefits, and other commitments described in Section 6(c) or Section 6(d) of the Employment Agreement, Executive, hereby fully, forever, irrevocably, and unconditionally releases and discharges the Company and the Releasees, collectively, separately, and severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever that Executive has as of the time of the execution of this Separation and Release Agreement, whether now known or unknown, contingent or vested, whether anticipated or unanticipated, and whether asserted or unasserted (the claims released in this Separation and Release Agreement are collectively referred to as the “Released Claims”). 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 36/46 b. Without limiting the foregoing language, the Released Claims include all claims based directly or indirectly upon Executive’s employment with the Company, the end of Executive’s employment with the Company, and any alleged act or omission to act by the Company or the Releasees. The Released Claims, to the fullest extent permissible under applicable federal, state, and local laws and regulations, include without limitation all claims: i. arising from or in connection with Executive’s employment, pay, bonuses, vacation, commissions, incentive compensation, equity, PTO, severance or any other Executive benefits, and other terms and conditions of employment or employment practices of the Company; ii. arising out of or relating to the termination of Executive’s employment with the Company or the surrounding circumstances thereof; iii. brought or that could be brought pursuant to or under any federal statute, law, or regulatory authority, including but not limited to claims of discrimination and/or harassment on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, 42 USC § 1981, the Equal Pay Act (“EPA”) the Lily Ledbetter Fair Pay Act (“LLFPA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefits Protection Act (“OWBPA”), the Americans With Disabilities Act (“ADA”), the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Worker Adjustment and Retraining Notification Act (“WARN”); the Employee Retirement Income Security Act (“ERISA”) (excluding vested benefits), Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), as amended (to the extent permitted by law); the Labor-Management Relations Act, as amended (“LMRA”), the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and/or the Federal False Claims Act, the Genetic Information Nondiscrimination Act (“GINA”), the Family and Medical Leave Act (“FMLA”), or any other similar labor, employment or antidiscrimination law under state, federal or local law and as any of these laws may have been amended; 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 37/46 iv. based on any claims brought or that could be brought pursuant to or under the statutory and/or common law of Georgia such as the Georgia Fair Employment Practices Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, the Georgia Equal Employment for Persons with Disabilities Code, and/or the Georgia Minimum Wage Law; v. based on any contract, quasi-contract, tort, whistleblower, personal injury, wrongful discharge theory, or other common law theory; or vi. arising under the Employment Agreement, or any written or oral agreements between Executive and Company or any of Company’s subsidiaries or affiliates (other than the Employment Agreement). c. Executive hereby waives any right to seek or recover any individual relief (including back pay, front pay, compensatory damages, punitive damages, other money damages, reinstatement, or other relief) in connection with any of the Released Claims through any charge, complaint, lawsuit, or other proceeding, whether commenced or maintained by Executive or by any other person or entity, including but not limited to any proceeding brought by the Equal Employment Opportunity Commission, or any similar federal, state, or local agency or commission. d. Executive expressly acknowledges that this Separation and Release Agreement is intended to include in its effect, without limitation, all Released Claims which Executive does not know or suspect to exist in his favor at the time Executive signs this Separation and Release Agreement, and that this Separation and Release Agreement contemplates the extinguishment of any such Released Claims. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 38/46 6. Time to Consider. a. The Released Claims include any claims Executive may have against any of the Releasees under the ADEA (the “ADEA Release”). Executive understands that Executive has been given twenty-one (21) calendar days to consider this Agreement and agrees that this consideration period has been reasonable and adequate (the “Consideration Period”). If Executive decides to sign this Agreement before the expiration of the Consideration Period, which is solely Executive’s choice, Executive represents that Executive’s decision is knowing and voluntary. Executive agrees that any revisions made to this Agreement after it was initially delivered to Executive, whether material or immaterial, do not restart the Consideration Period. The Company advises Executive to consult with an attorney prior to signing this Agreement. b. Executive may revoke the ADEA Release within 7 calendar days after the date he signs this Agreement. The ADEA Release will not become effective or enforceable until the 8th calendar day after Executive signs this Agreement without having revoked the ADEA Release (the “ADEA Release Date”). If Executive chooses to revoke the ADEA Release, Executive must notify the Company in writing addressed to the Company’s designated agent for this purpose: [Name] [Position] BlueLinx Corporation 1950 Spectrum Circle Suite 300 Marietta, Georgia 30067 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 39/46 Any such notice of revocation must be delivered to the Company at the foregoing address in a manner calculated to ensure receipt prior to 11:59 p.m. on the day prior to the ADEA Release Date. The Parties agree the ADEA Release Installment has been allocated to the ADEA Release. If Executive revokes the ADEA Release, Executive will not be entitled to the ADEA Release Installment. The remainder of the Consideration not allocated to the ADEA Release Installment will act as consideration for the remaining Released Claims, promises, and covenants in this Agreement, which the Parties agree and acknowledge became binding and effective as of the Effective Date and survive if Executive revokes the ADEA Release. 7. Covenant Not to Sue. Subject to Section 10 and unless prohibited by applicable law, Executive agrees and covenants not to sue or initiate any claims in any forum against any of the Releasees on account of or in relation to any Released Claim, or to incite, assist or encourage other persons or entities to bring claims of any nature whatsoever against Company or Releasees. Executive further agrees and covenants that this Release is a bar to any claim, action, suit, or proceeding pertaining to the Released Claims. In the event Executive breaches the covenant contained in this Section 7, Executive agrees to indemnify the Releasees for all damages and expenses, including attorneys’ fees, incurred by any Releasees in defending, participating in or investigating any matter or proceeding covered by this Section 7. This provision does not prohibit Executive from filing a lawsuit challenging the validity of Executive’s waiver of claims under the ADEA. 8. Damages for Breach. If Executive breaches this Separation and Release Agreement, Executive shall pay all costs incurred by Releasees (or any of them), including reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to filing any such lawsuit, shall return all but $500.00 of the severance benefits or payments Executive has received pursuant to Section 6(c) or Section 6(d) of the Employment Agreement. The preceding two sentences of this section do not apply if Executive files a charge or lawsuit under the ADEA challenging the validity of this Separation and Release Agreement. However, in the event any such ADEA lawsuit is unsuccessful, a court may order Executive to pay attorney’s fees and/or costs incurred by Releasees (or any of them) where authorized by law. In the event any such ADEA lawsuit is successful, the severance benefits or payment Executive received for signing this Separation and Release Agreement shall serve as restitution, recoupment, or setoff to any monetary award received by Executive. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 40/46 9. Executive’s Representations and Warranties. Executive represents and warrants that Executive (a) except for the Consideration provided herein, has been properly paid for all hours worked and has received all wages, bonuses, vacation pay, expense reimbursements and any other sums due from the Company; (b) has returned all Company property in Executive’s possession or control (except as otherwise provided in Section 10) and has permanently deleted any Confidential Information (as defined in the Employment Agreement) stored on any networks, computers or information storage devices that are not owned by the Company but within Executive’s possession or control; (c) has suffered no harassment, retaliation, employment discrimination, or work-related injury or illness while employed by the Company; (d) has had the opportunity to provide the Company with written notice of any suspected unlawful or potentially unlawful activity on the part of the Company or any other Releasee; (e) has not filed and/or litigated any claim, charge, suit or other action or proceeding against the Company or any other Releasee; (f) has not sold, assigned, transferred, conveyed or otherwise disposed of any Released Claim; and (g) is not aware of any acts or comments that would support a claim of sexual harassment by anyone against the Company or any Company employee, vendor, customer, or visitor. 10. Protected Rights. Executive understands that nothing contained in this Separation and Release Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). By signing this Separation and Release Agreement, Executive does not release the right to file any claims that are not permitted to be waived or released under applicable law or regulation, or the right to communicate with an attorney. Executive further understands that this Separation and Release Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency including providing documents or other information, without notice to Company. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 41/46 11. Restrictive Covenant Reaffirmation. Executive hereby acknowledges and agrees that he continues to be bound by the restrictive covenants contained in the Employment Agreement, including all covenants and promises in Section 7 of the Employment Agreement, and that these covenants, pursuant to their terms, survive Executive’s separation of employment from the Company. 12. Non-Disparagement. Executive agrees not to make, publish or communicate to any person or entity or in any public forum (including social media) at any time any defamatory or disparaging statements concerning the Company, BHI, and their affiliates or shareholders, or any of their respective officers, directors, members, managers, employees, products or services. 13. Non-Admission. This Separation and Release Agreement will not be construed as an admission by the Company or the Releasees of any liability or wrongdoing to Executive, breach of any agreement, or violation of statute, law, or regulation, or a waiver of any defenses to those matters within the scope of this Separation and Release Agreement. The Company specifically denies any liability for wrongdoing. 14. Governing Law. This Separation and Release Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Separation and Release Agreement or Executive’s employment with Company must be brought exclusively in either the United States District Court for the Northern District of Georgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. The existence of any claim or cause of action by Executive against Company, including any dispute relating to the termination of Executive’s employment or under this Separation and Release Agreement, shall not constitute a defense to enforcement of said covenants by injunction. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 42/46 15. Severability. If any provision of this Separation and Release Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Separation and Release Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Separation and Release Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. If any provision of this Separation and Release Agreement shall be held void, voidable, invalid, or inoperative, the Company may, however, at its sole option, void this Separation and Release Agreement, in which case Executive shall immediately return any consideration provided to Executive pursuant to Section 6(c) or Section 6(d) of the Employment Agreement. 16. Entire Agreement. This Separation and Release Agreement constitutes the entire agreement between Executive and the Company with respect to the issues addressed in this Separation and Release Agreement, except this Separation and Release Agreement does not in any way affect, modify, or nullify any prior agreement Executive has entered into with the Company regarding arbitration, confidentiality, trade secrets, inventions, unfair competition, or prior restrictive covenant agreements. This Separation and Release Agreement may not be modified, altered, or discharged except in writing signed by Executive and an authorized Company representative. 17. Successors and Assigns. This Separation and Release Agreement and all covenants and agreements contained herein shall bind and inure to the benefit of the Parties, their respective heirs, successors, assigns and any persons or entities claiming by, through or under them. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 43/46 18. Medicare, Medicaid, and the SCHIP Extension Act. Executive hereby warrants: (1) Executive presently is not, nor has Executive ever been enrolled in Medicare or applied for such benefits; and (2) Executive has no claim for Social Security Disability benefits nor is Executive appealing or re-filing for Social Security Disability benefits. Executive, therefore warrants that Medicare has not made any payments to or on behalf of Executive, nor has Executive made any claims to Medicare for payments of any medical bills, invoices, fees, or costs, airing from or related to any of the claims released by this Separation and Release Agreement. Executive agrees to indemnify, defend, and hold the Company and the Releasees harmless from: (1) any claims of, or rights of recovery by Medicare, and/or persons or entities acting on behalf of Medicare as a result of any undisclosed prior payment, or any future payment by Medicare for or on behalf of Executive, and; (2) all claims and demands for penalties based upon any failure to report the settlement payment, late reporting, or other alleged violation of Section 11 of the Medicare, Medicaid and SCHIP Extension Act that is based in whole or in part upon late, inaccurate, or inadequate information provided to the Company by Executive. Executive agrees to hold harmless the Company and the Releasees from and/or for any loss of Medicare benefits or Social Security benefits (including Social Security Disability) that Executive may sustain as a result of this Separation and Release Agreement. The Parties have not shifted responsibility of medical treatment to Medicare in contravention of 42 U.S.C. § 1395y(b). 19. Further Acknowledgements and Representations. By signing this Separation and Release Agreement, Executive further certifies and acknowledges that: a. The payments and benefits referred to in this Separation and Release Agreement and as set forth in Section 6(c) or Section 6(d) of the Employment Agreement exceeds that to which Executive would otherwise have been entitled, and that the actual payments and benefits are in exchange for the release of the claims referenced in this Separation and Release Agreement. b. Executive understands that Executive has the right to talk with an attorney before signing this Separation and Release Agreement, and further acknowledges and represents that Executive discussed all aspects of this Separation and Release Agreement with counsel of Executive’s choosing or had the opportunity to do so, including the fact that Executive is releasing claims and potential claims against the Releasees; 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 44/46 c. In signing this Separation and Release Agreement Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS SEPARATION AND RELEASE AGREEMENT OR IN THE EMPLOYMENT AGREEMENT by Company or any other Releasee, or by any of their agents, representatives, or attorneys with regard to the subject matter basis, or effect of this Separation and Release Agreement or otherwise, and Executive agrees that this Separation and Release Agreement will be interpreted and enforced in accordance with Georgia law; d. This Separation and Release Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 45/46 READ CAREFULLY. THIS DOCUMENT CONTAINS EXECUTIVE’S RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. IN WITNESS WHEREOF, the undersigned has executed this Separation and Release Agreement as of the date set forth below. “Executive” Shyam Reddy Dated: , 20 “Company” BLUELINX CORPORATION By: Name: Title: 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 46/46" }, { "role": "assistant", "content": "{\"clause_text\": \"Employment may be terminated without notice by either party.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Fails to adhere to the mandatory notice requirements for termination.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 tm2310077d1_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this ‘‘Agreement”) is entered into as of March 21, 2023, to be effective as of the Effective Date (as defined herein) between BLUELINX CORPORATION, a Georgia corporation (the “Company”), Shyam Reddy (“Executive”) and, as to Sections 3(a), 3(b) and 3(e) only, BLUELINX HOLDINGS INC. (“BHI”). RECITALS WHEREAS, the Executive agrees to provide services to BHI as its President and Chief Executive Officer and to the Company as its President and Chief Executive Officer and BHI and the Company, in return agree to provide certain compensation and benefits to Executive; and WHEREAS, the Company and Executive mutually desire to memorialize the terms of Executive’s employment as President and Chief Executive Officer of BHI and the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Certain Definitions. Certain words or phrases with initial capital letters not otherwise defined herein are to have the meanings set forth in Section 8. 2. Employment. The Company shall employ Executive, and Executive accepts employment with the Company upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 5 (the “Employment Period”). For the purposes of this Agreement, the “Effective Date” shall be March 21, 2023. 3. Position and Duties. (a) During the Employment Period, Executive shall serve as President and Chief Executive Officer of BHI and the Company and shall have the normal duties, responsibilities, and authority of an executive serving in such position, subject to the power of the Board of Directors of BHI to provide oversight and direction with respect to such duties, responsibilities, and authority, either generally or in specific instances. 116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 1/46 (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as of the Effective Date. Thereafter, during Executive’s employment with the Company, the Board of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors of BHI and the Company at the expiration of Executive’s then-current term. Executive shall serve as a member of the Board of Directors of BHI and the Company and as an officer and director of any of BHI’s other subsidiaries without any compensation in addition to the compensation provided for in this Agreement. (c) During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, Executive may become a member of the board of directors of any other non-profit corporations, so long as doing so, in each instance, does not create a conflict of interest or interfere with Executive’s ability to execute Executive’s responsibilities hereunder. (d) Executive shall principally perform Executive’s duties and responsibilities from the Company’s headquarter office as located on the Effective Date in the Atlanta, Georgia metropolitan area (the “Principal Office”), provided that Executive may be required to travel on Company business and Executive may, on a reasonable basis or at the direction of the Company, work remotely. (e) Executive, as the Chief Executive Officer of BHI, shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company Group shall report directly or indirectly to Executive; provided, however, consistent with such reporting relationships, certain of the Company’s employees, to the extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors of both BHI and the Company. 216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 2/46 4. Compensation and Benefits. (a) Salary. The Company agrees to pay Executive a salary during the Employment Period in installments (no less frequently than monthly) based on the Company’s payroll practices as may be in effect from time to time. The Executive’s salary is currently set at the rate of $775,000 (less applicable withholding and other customary payroll deductions) per year (“Base Salary”). The Base Salary may be adjusted at the sole discretion of the Compensation Committee of BHI’s Board of Directors. (b) Annual Bonus. (i) Executive shall be eligible to receive an annual bonus, with the annual bonus target to be 100% of Executive’s Base Salary (i.e., 100% upon achievement of annual “target” performance goals), with the “target” based upon satisfaction of performance goals and bonus criteria to be defined and approved by the Compensation Committee of BHI’s Board of Directors for each fiscal year. The Company shall pay any such annual bonus earned to Executive in accordance with the terms of the applicable bonus plan, but in no event later than March 15 of the calendar year following the calendar year in which such bonus is earned. Notwithstanding the foregoing, except as set forth in Section 6(c), Executive must remain employed with the Company through the date of a bonus payment in order to be eligible to receive such bonus. (ii) For 2023, Executive’s annual bonus (based on actual performance) will be prorated such that eleven fifty seconds (11/52) of the bonus is paid based on a bonus target of 80% of Executive’s base salary before the Effective Date (i.e., $525,000) and the remaining forty-one fifty seconds (41/52) of the bonus is paid based on a bonus target of 100% of Executive’s Base Salary as defined in Section 4(a). 316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 3/46 (c) Long-Term Incentives. During the Employment Period, Executive will be eligible to participate in long term-incentive programs of the Company and BHI now or hereafter made available to similarly situated executives, as deemed appropriate by the Compensation Committee of BHI’s Board of Directors to be applicable to Executive’s position as the Chief Executive Officer. For 2023, subject to approval by the Board of Directors, Executive’s target long-term incentive program awards shall have an aggregate grant value equal to $2,500,000, consisting of a mixture of time- and performance-based awards consistent with those granted to similarly situated executives. Executive’s long-term incentive program awards in future fiscal years shall be determined by the Compensation Committee of BHI’s Board of Directors in its sole discretion. All long-term incentive program awards granted to Executive shall be subject to the terms and conditions of the applicable equity incentive plan(s) of the Company and the award agreements thereunder. (d) Expense Reimbursement. The Company shall reimburse Executive for all reasonable and necessary expenses incurred by Executive during the Employment Period in the course of performing Executive’s duties under this Agreement in accordance with the Company’s policies in effect from time to time with respect to travel, entertainment, and other business expenses, and subject to the Company’s requirements applicable generally with respect to reporting and documentation of such expenses and subject to the “Reimbursement Rules” as defined in Section 8(q). In order to be entitled to expense reimbursement, Executive must be employed as Chief Executive Officer of either BHI or the Company on the date Executive incurred the expense. (e) Vacation. Executive shall receive days of paid time off in accordance with the Company’s policy applicable to senior executives, but in no event less than twenty-five (25) days per year, prorated for partial years of service. 416/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 4/46 (f) Executive Benefits Package. (i) Executive is entitled during the Employment Period to participate, on the same basis as the Company’s other senior executives, in the Company’s Standard Executive Benefits Package. The Company’s “Standard Executive Benefits Package” means those benefits (including insurance, vacation and other benefits, but excluding, except as hereinafter provided in Section 6, any broad-based severance pay program or policy of the Company) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board. (ii) BHI will maintain customary and appropriate Directors and Officers Liability Coverage for Executive during Executive’s Employment Period and for the 6-year period immediately following Executive’s Employment Period, and will afford Executive with the Indemnification set forth in the Amended and Restated Bylaws of BHI, as may be amended from time to time. The provisions of this Section 4(g)(ii) will survive the termination of Executive’s employment and this Agreement notwithstanding any other provision of this Agreement. (iii) During the Employment Period, BHI will provide to Executive: (a) an allowance to cover the cost of an annual physical, and (b) an annual car allowance of $10,000 in the aggregate per calendar year. (iv) BHI will sponsor Executive’s annual membership in appropriate professional, trade and leadership organizations as determined upon mutual agreement between the Board and Executive. (g) Additional Compensation/Benefits, The Compensation Committee of BHI’s Board of Directors, in its sole discretion, will determine any compensation and benefits to be provided to Executive during the Employment Period by BHI or the Company in addition to the compensation and benefits set forth in this Agreement, including, without limitation, any future grant of stock options or other equity awards. 516/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 5/46 (h) Disgorgement of Compensation. If BHI or the Company is required to prepare an accounting restatement due to material noncompliance by BHI or the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, to the extent required by law, Executive will reimburse the Company for: (i) any bonus or other incentive-based or equity-based compensation received by Executive from the Company (including such compensation payable in accordance with this Section 4 and Section 6) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement, but only to the extent such compensation would not have been earned in accordance with such restated financials; and (ii) any profits realized by Executive from the improper or unlawful sale of BHI’s securities during that 12-month period. Further, Executive acknowledges and agrees that any bonus or other incentive-based or equity-based compensation received by Executive under this Agreement or any other agreement or arrangement with the Company is subject to the Company’s policy (as in effect and as may be amended from time to time) providing for clawback or recovery of such amounts. Executive agrees that Executive shall be subject to any clawback or recovery of compensation policy adopted by the Company for purposes of giving effect to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any other requirement under any law, government declaration or stock exchange listing requirement. 5. Employment Period. (a) Subject to Section 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the second anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for successive one-year terms (each, a “Renewal Term”), unless the Company shall have given Executive written notice of non-extension at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term. 616/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 6/46 (b) Notwithstanding Section 5(a), the Employment Period will end upon the first to occur of any of the following events: (i) Executive’s death; (ii) the Company’s termination of Executive’s employment on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (a) without Cause or (b) upon expiration of the Employment Period solely as a result of the Company’s non-renewal as provided in Section 5(a) (a “Termination without Cause”); (v) Executive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”): or (vii) a Change in Control Termination. (c) Upon termination of Executive’s employment for any reason, unless otherwise expressly specified in a written agreement between Executive and the Board, Employee shall be deemed to have resigned from (i) all offices, board memberships, and other employment or managerial positions then held with the Company, BHI, and all of their affiliates, if any, and (ii) the Board of Directors of BHI, and the board of directors, board of managers, or other governing body of BHI and any direct or indirect subsidiary or affiliate of the Company or BHI, if any, and shall take all actions reasonably requested by the Company to evidence or effectuate the foregoing. (d) Any termination of Executive’s employment under Section 5(b) (other than Section 5(b)(i)) must be communicated by a “Notice of Termination” as defined in Section 8(m), delivered by the Company or Executive, as the case may be, to the other party. (e) Executive will be deemed to have waived any right to a Termination for Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45) calendar days after the date of the occurrence of such event or circumstance. 716/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 7/46 6. Post-Employment Period Payments. (a) Except as otherwise provided in Section 6(c) below, at the Date of Termination, Executive will be entitled to: (i) any Base Salary that has accrued but is unpaid, any properly reimbursable expenses that have been incurred but are unpaid, and any unexpired vacation days that have accrued under the Company’s vacation policy but are unused, as of the end of the Employment Period, which amount shall be paid in a lump sum in cash within thirty (30) calendar days of the Date of Termination, in accordance with the Reimbursement Rules, where applicable, (ii) any plan benefits accrued before the termination plus the coverage described in Section 4(g)(ii) plus any benefits that by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any such benefit plan in which Executive has participated as a Company employee and excluding, except as hereinafter provided in Section 6, any Company severance pay program or policy), and (iii) any benefits to which Executive is entitled in accordance with Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”). Except as specifically described in this Section 6(a) and in the succeeding subsections of this Section 6 (under the circumstances described in those succeeding subsections), from and after the Date of Termination. Executive shall cease to have any rights to salary, bonus, expense reimbursements or other benefits from the Company, BHI or any of their subsidiaries or affiliates. (b) If Executive’s employment terminates on account of Executive’s death, Disability, Voluntary Termination, or Termination for Cause in accordance with Section 5(a), the Company will provide no further benefit and make no further payments to Executive except as contemplated in Section 6(a). (c) If Executive’s employment terminates on account of a Termination without Cause or a Termination for Good Reason, neither of which qualifies as a Change in Control Termination, subject to Section 6(e) below, Executive shall, in addition to the benefits and payments described in Section 6(a), be entitled to any earned but unpaid annual bonus for the fiscal year prior to the year in which the Date of Termination occurs and, contingent upon Executive’s execution of a Separation and Release Agreement in a form substantially similar, but subject to modifications consistent with legal or market changes, to that attached as Exhibit A to this Agreement and defined in Section 8(s), the following: (i) a payment equal to two (2) times Executive’s annual Base Salary in effect immediately prior to the Date of Termination (the ‘‘Severance Amount” as defined in Section 8(t)). The Severance Amount, up to an amount equal to the “Separation Pay”, as defined in Section 8(u), shall be paid in a lump sum no later than ten (10) business days after the effective date of the Separation and Release Agreement. The Severance Amount in excess of the Separation Pay, if any, shall be paid in a lump sum on the earlier to occur of the first business day following the date which is six (6) months after the Date of Termination or the tenth (10th) business day following the date of Executive’s death, provided that, in the case of death, no amount will be paid prior to the first regular pay day following the effective date of the Separation and Release Agreement, at which time any missed payments will also be paid; 816/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 8/46 (ii) all unvested time-vested restricted stock unit grants shall automatically vest and become non- forfeitable; (iii) all unvested performance-vested performance share unit or restricted stock unit grants shall remain outstanding and shall vest and become non-forfeitable in accordance with their terms and based on the actual performance of the Company; (iv) continued participation in the Company’s medical and dental plans, on the same basis as active employees participate in such plans, until the earlier of (1) Executive’s eligibility for any such coverage under another employer’s or any other medical or dental insurance plans or (2) the date that is one (1) year after the Date of Termination; except that in the event that participation in any such plan is permitted only by Executive electing continued participation through COBRA, or if participation in any such plan would result in adverse tax consequences to Executive of the Company, then assuming Executive timely makes an election under COBRA, the Company shall reimburse Executive on a monthly basis in accordance with the Reimbursement Rules for any COBRA premiums paid by Executive (for Executive and Executive’s dependents). Executive agrees that the period of coverage under such plans (or the period of reimbursement if participation is through COBRA) shall count against the plans’ obligation to provide continuation coverage pursuant to COBRA; and (v) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). 916/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 9/46 (d) If Executive’s employment is terminated on account of a Change in Control Termination, subject to Section 6(e) below, Executive shall be entitled to the payments and benefits described in Section 6(c), contingent upon Executive’s execution of the Separation and Release Agreement, attached as Exhibit A, except that: (i) the payment called for in Section 6(c)(i) shall be equal to two (2) times the sum of Executive’s annual Base Salary plus Executive’s target annual bonus in effect immediately prior to the Date of Termination instead of two (2) times Executive’s Base Salary, less applicable payroll deductions; (ii) all unvested performance-vested performance share unit or restricted stock unit grants shall be deemed satisfied at the greater of target or actual performance extrapolated as of the Change in Control Termination through the end of the applicable performance period, provided that actual performance may only be extrapolated as of the Change in Control Termination if at least one year of the grant’s performance period has been completed as of the Change in Control Termination. Notwithstanding the foregoing, if the unvested units are subject to a stock price performance condition that is not satisfied at the closing of the Change in Control, such units shall not vest and shall be forfeited by Executive. (iii) the time period described in Section 6(c)(iv) shall be eighteen (18) months instead of one (1) year. 1016/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 10/46 (e) The Company shall have no obligation to make any of the payments, or deliver any of the benefits, in accordance with Section 6(c) or Section 6(d) if Executive declines to sign and return the Separation and Release Agreement, or revokes the Separation and Release Agreement or the Separation and Release Agreement does not become effective within the sixty (60) calendar day period after the Date of Termination. Notwithstanding any other provision of this Agreement, any payments to be made, or benefits to be delivered, under this Agreement (other than the payments required to be made by the Company pursuant to Sections 6(a) prior to Executive’s execution of the Separation and Release Agreement and the expiration of the applicable revocation period, without Executive having elected to revoke same, within the 60-day period after the Date of Termination, shall be accumulated and paid in a lump sum or delivered after Executive’s execution of the Separation and Release Agreement and the expiration of the applicable revocation period, without Executive having elected to revoke same (except that, if such 60-day period spans more than one (1) calendar year, and the payments or benefits constitute deferred compensation subject to Section 409A, the payments shall be paid, and the benefits delivered, in the subsequent calendar year). (f) Executive is not required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. 7. Competitive Activity; Confidentiality; Non-solicitation; Ownership of Work Product. (a) Confidential Information and Trade Secrets. (i) Executive shall hold in a fiduciary capacity for the benefit of the Company Group all “Confidential Information” and “Trade Secrets” as described in Section 8. The Company’s business has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over a long period of time for research, marketing, sales, and development of its Confidential Information and Trade Secrets. As a result of these investments, the Company has developed and will continue to develop certain valuable Confidential Information and Trade Secrets that are particular, proprietary, and unique to the Company’s business, and the disclosure of which would cause the Company great and irreparable harm. Executive therefore acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such disclosure, use, and/or misappropriation. 1116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 11/46 (ii) During Executive’s employment and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be required by law or legal process, use, communicate, or divulge Confidential Information other than as necessary to perform Executive’s duties for the Company; provided, however, that if the Confidential Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination. In addition, except as necessary to perform Executive’s duties for the Company, during Executive’s employment and thereafter for the applicable period under the Georgia Trade Secret laws in effect at the time of Executive’s termination, Executive will not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or indirectly, make use of any Trade Secrets, for Executive or any other person or entity, without the express written consent of the Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any protection provided to any such information under any applicable federal, state or local law. Pursuant to the Defend Trade Secrets Act of 2016, Executive understands that: (i) an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (ii) further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. 1216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 12/46 (iii) All files, records, documents, drawings, specifications, data, computer programs, customer or vendor lists, specific customer or vendor information, marketing techniques, business strategies, contract terms, pricing terms, discounts and management compensation of the Company, BHI or any of their respective subsidiaries and affiliates, whether prepared by Executive in the course of Executive’s duties or otherwise coming into Executive’s possession, shall remain the exclusive property of the Company, BHI or any of their respective subsidiaries and affiliates, and Executive shall not remove any such items from the premises of the Company, BHI or any of their respective subsidiaries and affiliates, except in furtherance of Executive’s duties. (iv) As requested by the Company from time to time and upon the termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company, BHI or any of their respective subsidiaries and affiliates, all copies and embodiments, in whatever form, of all property of the Company, BHI or any of their respective subsidiaries and affiliates in Executive’s possession or within Executive’s control (including, but not limited to, Confidential Information, Trade Secrets, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes, keys, access cards, and credit cards) irrespective of the location or form of such material, including such information located on Executive’s personal mobile phone, tablet, or laptop computer. If requested by the Company, Executive will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein. (v) This Section 7(a) is not intended to restrict or limit any of the protected rights contained in this Agreement in any way. 1316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 13/46 (b) Non-Solicitation of Protected Customers. Executive understands and agrees that the relationship between the Company Group and each of its Protected Customers constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during Executive’s employment with the Company and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of marketing, selling or providing to the Protected Customer any goods or services substantially similar to the goods or services provided by the Company Group during the two (2) years prior to the Date of Termination. (c) Non-Solicitation of Employees. Executive understands and agrees that the relationship between the Company Group any employee of the Company Group constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during Executive’s employment and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit or induce, or attempt to solicit or induce, any employee of the Company Group to terminate their employment with the Company Group or, for a period of no more than six (6) months after the Company Group employee is no longer employed by any member of the Company Group, to enter into employment with any other Person that is in competition with the Company Group. (d) Non-Solicitation of Vendors. Executive understands and agrees that the relationship between the Company Group and each of its vendors constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during Executive’s employment with the Company and for a period of two (2) years following the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away or induce, any existing or prospective vendor of any member of the Company Group to reduce, terminate or otherwise negatively alter its relationship with any member of the Company Group. 1416/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 14/46 (e) Non-Competition. During Executive’s employment and, if Executive’s employment relationship is terminated for any reason hereunder, for a period of two (2) years following the termination of Executive’s employment (the “Restricted Period”), Executive shall not render executive services of the type provided by Executive to or on behalf of the Company within the two (2) years prior to the Date of Termination to any Person that engages in or owns, invests in any material respect, operates, manages or controls any venture or enterprise which substantially engages or proposes to substantially engage in the Competitive Services in the Restricted Territory. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (f) Ownership of Work Product. (i) The Company shall own all Work Product (as defined below). If any of the Work Product may not, by operation of law, be considered work made for hire by Executive for the Company, Executive agrees to assign, and upon creation thereof automatically assign, without further consideration, the ownership of all Confidential Information, Work Product and other intellectual property rights therein to the Company, its successors and assigns. The Company shall have the right to obtain and hold in its or their own name copyrights, registrations, patents, and any other protection available in the foregoing. Executive agrees to perform, upon the reasonable request of the Company, during or after Executive’s termination of employment with the Company, such further acts as may be necessary or desirable to transfer, perfect and defend the Company’s ownership of the Work Product. The Company shall reimburse all reasonable out-of- pocket expenses incurred by Executive at the Company’s request in connection with the foregoing. Executive hereby irrevocably relinquishes and waives for the benefit of the Company Group and its assigns any moral rights and any other nonassignable rights or claims in the Work Product recognized by applicable law. To the extent any of Executive’s rights in the Work Product are not assignable or waiveable, Executive hereby grants the Company a perpetual, irrevocable, exclusive license to use and exercise such rights in any manner whatsoever. 1516/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 15/46 (ii) For purposes hereof, “Work Product” means all intellectual property rights, including all U.S. and international copyrights, patentable inventions, Trade Secrets, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology, strategic plans, information, ideas, concepts or other work product (i) that relates to the business and interests of the Company Group and that Executive creates, invents, conceives or develops at any time during the term of Executive’s employment (whether or not during normal working hours), and for a period of 180 days thereafter, (ii) that relate to the Company Group’s business, actual or demonstrably anticipated research or development of the Company Group, or which results from any work performed by Executive (alone or in conjunction with others) for the Company Group or (iii) that is now contained in any of the technologies, products or systems of the Company Group to the extent Executive invented, created, conceived, developed or delivered such Work Product to the Company Group prior to the date of this Agreement while Executive was engaged as an employee of the Company Group or its predecessors in interest. (g) Reasonableness of Restrictions. Executive acknowledges that the postemployment restrictions contained in this Agreement are reasonable, proper, and necessitated by the Company’s legitimate business interests, and the goodwill associated with the Company’s business. Executive also acknowledges that the geographic scope of this Agreement is reasonable, necessary to protect the Company’s legitimate business interests, and does not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company. Executive therefore acknowledges that the Company has a protectable interest in restricting Executive from disclosing Confidential Information and Trade Secrets, from competing against the Company, and from soliciting its Protected Customers and other employees. However, if, at the time of enforcement, a court or arbitrator holds that the duration, geographical area, or scope of activity restrictions stated in the Non-Competition and/or Non- Solicitation Sections of this Agreement are unreasonable under circumstances then existing, or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company, Executive agrees that the maximum duration, scope, or area reasonable under such circumstances will be substituted for the stated duration, scope, or area and that the court or arbitrator will be allowed to revise the restrictions contained herein to cover the maximum duration, scope, and area permitted by law, in all cases, giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible. 1616/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 16/46 (h) Remedies: Specific Performance. The parties acknowledge and agree that Executive’s breach of any of the restrictions set forth in this Section 7 will result in irreparable and continuing damage to the Company Group for which there may be no adequate remedy at law. The parties further agree and acknowledge that the Company, and each member of the Company Group, as applicable, shall be entitled to equitable relief, including specific performance and injunctive relief, as a remedy for any such breach and shall not be required to post bond in connection with obtaining such relief. Such equitable remedies shall be in addition to any and all remedies, including damages, available to the Company, or any member of the Company Group, as applicable, for such breaches by Executive. In addition, without limiting any of the foregoing remedies, and except as otherwise required by law, Executive shall not be entitled to any payments set forth in Section 6 hereof and shall be obligated to repay to the Company the after tax amount of any payments previously made pursuant to Section 6 hereof if Executive commits a Material Breach of any of the covenants set forth in this Section 7 and fails to remedy or cure such Material Breach within fifteen (15) business days after Executive’s receipt of written notice thereof from the Company. (i) Communication of Section 7 Obligations. During Executive’s employment and for two years thereafter. Executive will communicate Executive’s obligations under this Section 7 to any person, firm, association, partnership, corporation or other entity with which Executive accepts employment or is considering an offer of employment. 1716/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 17/46 (j) No Harassing or Disparaging Conduct. Executive further agrees and promises that Executive will not engage in, or induce other persons to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Company, the activities of Company, or the Releasees at any time in the future. For purposes of this Section, a disparaging statement is any communication, oral or written, which would tend to cause the recipient of the communication to question the business condition, integrity, competence, fairness, or good character of the person to whom, or the entity to which, the communication relates. Executive understands that this nondisparagement provision does not apply on occasions when Executive testifies or gives evidence to a court or other governmental authority and Executive must, of course, respond truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this Agreement or other rights, powers, privileges, or claims not released by this Agreement. Nothing in this nondisparagement provision is intended in any way to intimidate, coerce, deter, persuade, or compensate Executive with respect to providing, withholding, or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or related provision of state or federal law. The Company agrees to instruct the executive officers of Company not to engage in or induce other persons to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Executive at any time in the future. Notwithstanding the foregoing, Company will not be liable for any unauthorized statements made by any officer or employee of Company, and nothing in this Section may be used to penalize Company for any officer or employee providing truthful testimony under oath in a judicial or administrative proceeding or complying with an order of a court or governmental agency of competent jurisdiction. (k) No Limitation. The Company’s rights under this Section 7 are in addition to, and not in lieu of, all other rights the Company may have at law or in equity to protect its confidential information, trade secrets and other proprietary interests. 1816/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 18/46 (l) Protected Rights. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, nor does this Agreement impact or limit Executive’s eligibility to receive an award for information provided to any Government Agencies. 8. Definitions. (a) “Cause” means: (i) Executive’s Material Breach of the duties and responsibilities of Executive or of any provision of this Agreement, provided however, that Executive’s engagement in activities prohibited by Section 7 shall constitute Cause regardless of whether such engagement constitutes a Material Breach; (ii) Executive’s (x) conviction of a felony or (y) conviction of any misdemeanor involving willful misconduct (other than minor violations such as traffic violations) if such misdemeanor causes or is likely to cause material damage to the property, business, or reputation of BHI or the Company or their respective subsidiaries and affiliates; (iii) acts of dishonesty by Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, BHI or their respective subsidiaries and affiliates; (iv) conduct by Executive in connection with Executive’s duties hereunder that is fraudulent, unlawful, or willful, and is also materially injurious to the Company, BHI, or their respective subsidiaries and affiliates; 1916/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 19/46 (v) Executive’s failure to cooperate fully, or failure to direct the persons subject to Executive’s management or direction to cooperate fully with all corporate investigations or independent investigations by the Company, BHI or the BHI Board of Directors, all governmental investigations of the Company or its subsidiaries and affiliates, and all orders involving Executive or the Company (or its subsidiaries and affiliates) entered by a court of competent jurisdiction; or (vi) Executive’s material violation of BHI’s Code of Conduct (including as applicable to executive officers), or any successor codes; (vii) No act, or failure to act, on Executive’s part shall be considered “willful” unless Executive has acted or failed to act with a lack of good faith and with a lack of reasonable belief that Executive’s action or failure to act was in the best interests of the Company, BHI, or their respective subsidiaries and affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by BHI’s Board of Directors or the Board of Directors of the Company or based upon the advice of counsel for BHI or the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of BHI and the Company. Any termination of Executive’s employment by BHI or the Company under this Agreement shall be deemed to be a termination other than for Cause unless it meets all requirements of this Section 8(a). In addition, if a court of competent jurisdiction later determines that the reason(s) set forth by the Company in the Cause Notice are improper or otherwise do not meet the definition of Cause set forth in this Section 8(a), the damages to which Executive will be entitled shall be equal to the amounts that would have been paid to Executive had Executive been terminated by the Company without Cause, plus reasonable attorneys’ fees, costs, expenses, and prejudgment interest; provided, however, if a court of competent jurisdiction determines that the reason(s) set forth by the Company in the Cause Notice are proper or otherwise meet the definition of Cause set forth in this Section 8(a), Executive shall reimburse the Company for reasonable attorneys’ fees, costs and expenses incurred by the Company in connection with such lawsuit. 2016/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 20/46 Finally, Executive shall have thirty (30) calendar days following receipt of the Cause Notice to address and “cure” any act or omission which might provide the basis for a termination for “Cause” if such act or omission is curable and, if cured within such 30-day period, such acts or omissions shall not provide the basis for a termination for “Cause”. Notwithstanding anything in this Section 8(a) to the contrary, in the event the Company is precluded from providing the Cause Notice due to applicable law or regulation, or an ongoing internal investigation that would be compromised by providing the Cause Notice, the Company shall provide the Cause Notice within ten (10) business days after such impediment to providing the Cause Notice no longer exists. (b) “Change in Control” means any of the following events: (i) The acquisition by any individual, entity, or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d- 3 promulgated under the Exchange Act, of more than 50% of either: (i) the then outstanding shares of common stock of BHI (the “Outstanding BH1 Common Stock”), or (ii) the combined voting power of the then outstanding securities of BHI entitled to vote generally in the election of directors (the “Outstanding BHI Voting Securities”): excluding, however, the following: (A) any acquisition directly from BHI (excluding any acquisition resulting from the exercise of an exercise, conversion, or exchange privilege unless the security being so exercised, converted, or exchanged was acquired directly from BHI); (B) any acquisition by BHI; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by BHI or any corporation controlled by BHI; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (x), (y), and (z) of Section 8(b)(iii). (ii) Individuals who, as of the Effective Date, constitute the Board of Directors of BHI (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of BHI subsequent to the Effective Date whose election, or nomination for election by BHI’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of BHI as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of BHI shall not be deemed a member of the Incumbent Board; 2116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 21/46 (iii) Consummation of a reorganization, merger, or consolidation of BHI or sale or other disposition of all or substantially all of the assets of BHI (a “Corporate Transaction”): excluding, however, a Corporate Transaction pursuant to which: (x) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding BHI Common Stock and the Outstanding BHI Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case maybe, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns BHI or all or substantially all of BHI’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding BHI Common Stock and the Outstanding BHI Voting Securities, as the case may be; (y) no Person (other than BHI; any employee benefit plan (or related trust) sponsored or maintained by BHI or any corporation controlled by BHI; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, thirty percent (30%) or more of the Outstanding BHI Common Stock or the Outstanding BHI Voting Securities, as the case may be) will beneficially own, directly or indirectly, thirty percent (30%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors; and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) Approval by the stockholders of BHI of a plan of complete liquidation or dissolution of BHI. 2216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 22/46 (c) “Change in Control Termination” means termination of Executive’s employment by the Company as a result of a Termination without Cause or by Executive as a result of a Termination for Good Reason either within (i) twenty-four (24) calendar months following a Change in Control or (ii) six (6) months prior to a Change in Control. (d) “Code” means the Internal Revenue Code of 1986, as amended. (e) “Company Group” means the Company, BHI, and each of their respective wholly-owned subsidiaries and affiliates. (f) “Competitive Services” means selling, marketing, manufacturing, or distributing products and/or services that are substantially similar to any of those sold, marketed, distributed, furnished or supplied by the Company within the two years prior to the Date of Termination including but not limited to lumber, panels, siding, trim, moulding, millwork, roofing, insulation, metals, decorative panels, fabrication, and logistics, or managing, supervising or otherwise participating in a management or sales capacity on behalf of an entity which distributes products substantially similar to those distributed by the Company during the two years prior to the Date of Termination. 2316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 23/46 (g) “Confidential Information” means knowledge or data relating to the Company Group that is not generally known to persons not employed or otherwise engaged by the Company Group, is not generally disclosed by the Company Group, and is the subject of reasonable efforts to keep it confidential. Confidential Information includes, but is not limited to, information regarding product or service cost or pricing, information regarding personnel allocation or organizational structure, information regarding the business operations or financial performance of the Company Group, sales and marketing plans, and strategic initiatives (independent or collaborative), information regarding existing or proposed methods of operation, current and future development and expansion or contraction plans, sale/acquisition plans and nonpublic information concerning the legal or financial affairs of the Company Group. Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company Group. This definition is not intended to limit any definition of confidential information or any equivalent term under applicable federal, state or local law. (h) “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Disability, thirty (30) calendar days after the Company gives Notice of Termination to Executive (provided that Executive has not returned to the performance of Executive’s duties on a full-time basis during this 30-day period), (ii) if Executive’s employment is terminated by Executive for Good Reason, the date specified in the Notice of Termination (but in no event prior to thirty (30) calendar days following the delivery of the Notice of Termination or more than sixty (60) calendar days following the delivery of the Notice of Termination), (iii) if Executive’s employment is terminated by Executive for any reason other than Good Reason, the date on which a Notice of Termination is given to the Company; and (iv) if Executive’s employment is terminated by the Company for any other reason, the date on which a Notice of Termination is given (except as a result of non-renewal by the Company as provided in Section 5(a), in which event the Date of Termination will be the date of the expiration of the Initial Term or the Renewal Term, as applicable). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code (“Section 409A”) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. 2416/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 24/46 (i) “Disability” means the determination (1) by the Company, in accordance with applicable law, based on information provided by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative that, as a result of a physical or mental injury or illness, Executive has been unable to perform the essential functions of Executive’s job with or without reasonable accommodation for a period of (i) ninety (90) consecutive calendar days or (ii) one hundred eighty (180) calendar days in any one-year period, or (2) that Executive is currently eligible to receive long-term disability benefits under the long-term disability plan maintained by BHI or the Company in which Executive is a participant. Notwithstanding the foregoing, in the event that as a result of absence because of mental or physical incapacity Executive incurs a “separation from service” within the meaning of the term under Section 409A, Executive shall on such date automatically be terminated from employment because of Disability. (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (k) “Good Reason” means, without the consent of Executive, (A) any material diminution in Executive’s authority, duties, or responsibilities that is caused by the Company (it being understood that changes to reporting structure affecting Executive shall not be deemed a material diminution of authority, duties, or responsibilities so long as Executive’s responsibilities remain materially consistent with those of Chief Executive Officers of similarly-sized companies); (B) a material reduction of Executive’s Base Salary or the target bonus percentage as set forth in Section 4(c) herein (other than a general reduction in Base Salary and/or target bonus percentage that affects all similarly situated executives in substantially the same proportions); (C) the Company’s requiring Executive to be based at any office or location which is a material change (more than 25 miles) in geographic location from the Principal Office as described in Section 3(d); or (D) any material violation or non-performance by BHI or the Company of the terms of this Agreement, which shall include the Company knowingly requiring Executive to perform any act or omit to perform any act, if the performance or omission to perform would constitute a violation of the law. Notwithstanding the foregoing, the Company requiring Executive to be based at any office or location in Lawrenceville, Georgia shall not constitute “Good Reason” under (C) above. Notwithstanding the foregoing, “Good Reason” shall not be deemed to exist for purposes of (A) through (D) if the event or circumstance that constitutes “Good Reason” is rescinded or remedied by BHI or the Company to the reasonable satisfaction of Executive within thirty (30) days after receipt of a Notice of Termination. 2516/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 25/46 (l) “Material Breach” means an intentional act or omission by Executive which constitutes substantial non- performance of Executive’s obligations under this Agreement and causes material damage to the Company. (m) “Notice of Termination” means a written notice that indicates those specific termination provisions in this Agreement relied upon and that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. For purposes of this Agreement, no purported termination by either party is to be effective without a Notice of Termination. (n) “Person” means: any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise. (o) “Principal or Representative” means a principal, owner, partner, shareholder joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant. (p) “Protected Customers” means any then-existing customer to whom the Company Group sold its products or services at any time during Executive’s employment and actively sought prospective customers, with whom Executive either (i) had business dealings on behalf of the Company Group; (ii) supervised or coordinated the dealings between the Company Group and the customer; (iii) about whom Executive obtained Confidential information in the ordinary course of business as a result of Executive’s association with the Company Group; or (iv) who received products or services authorized by the Company Group, the sale or possession of which results or resulted in compensation, commissions, or earnings for the Executive within two years prior to the Date of Termination. 2616/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 26/46 (q) “Reimbursement Rules” means the requirement that any amount of expenses eligible for reimbursement under this Agreement be made (i) in accordance with the reimbursement payment date set forth in the applicable provision of the Agreement providing for the reimbursement or (ii) where the applicable provision does not provide for a reimbursement date, thirty (30) calendar days following the date on which Executive incurs the expense, but, in each case, no later than December 31 of the year following the year in which Executive incurs the related expenses; provided, that in no event shall the reimbursements or in- kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (r) “Restricted Territory” means the continental United States of America. (s) “Separation and Release Agreement” means an agreement substantially similar, but subject to modifications consistent with legal or market changes, to that attached hereto as Exhibit A, which shall be executed by Executive on or after the Date of Termination, pursuant to which Executive releases all current or future claims, known or unknown, arising on or before the date of the release against the Company, BHI, their subsidiaries, affiliates, and its officers, in exchange for the payments and benefits described in Section 6(c) or Section 6(d) herein. (t) “Severance Amount” means a payment equal to two (2) times Executive’s annual Base Salary in effect immediately prior to the Date of Termination, or two (2) times the sum of Executive’s annual Base Salary plus Executive’s target annual bonus in effect immediately prior to the Date of Termination in the event of a Change in Control Termination, as applicable, and is in exchange for Executive’s execution of the Separation and Release Agreement. (u) “Separation Pay” means that portion of the Severance Amount payment to be provided in Section 6(c)(i) or 6(d)(i) which the Company has determined is exempt from Section 409A and which does not exceed two times the lesser of (i) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of Executive preceding the Date of Termination, or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year of the Date of Termination. (v) “Trade Secrets” means all secret, proprietary or confidential information regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the definition of “trade secrets” within the meaning set forth in O.C.G.A. § 10-1-761. 2716/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 27/46 9. Executive Representations. Executive represents to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order judgment or decree to which Executive is a party or by which Executive is bound and (b) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of Executive, enforceable in accordance with its terms. 10. Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city or other taxes that the Company is required to withhold under any applicable law, regulation or ruling. 11. Section 409A. (a) Notwithstanding any provisions of this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Company) at the time of Executive’s separation from service (within the meaning of Section 409A) and if any portion of the payments or benefits to be received by Executive upon separation from service would be considered deferred compensation under Section 409A (that does not qualify for an exemption from Section 409A), any such deferred compensation amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Executive’s separation from service (the “Delayed Payments”) and any such benefits that would be deferred compensation and that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”) during the six-month period immediately following Executive’s separation from service (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day following the six-month anniversary of the date of Executive’s separation from service or (ii) Executive’s death (the applicable date, the “Permissible Payment Date”). 2816/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 28/46 (b) With respect to any amount of expenses eligible for reimbursement under Section 6(a), such expenses shall be reimbursed by the Company within thirty (30) calendar days following the date on which the Company receives the applicable invoice from Executive but in no event later than December 31 of the year following the year in which Executive incurs the related expenses; provided, that with respect to reimbursement relating to the Additional Delayed Payments, such reimbursement shall be made on the Permissible Payment Date. In no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Each payment under this Agreement shall be considered a “separate payment” and not of a series of payments for purposes of Section 409A. (d) Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to Executive on the Permissible Payment Date. 12. Excess Parachute Payments. (a) In the event that it shall be determined, based upon the advice of the independent public accountants for BHI or the Company (the “Accountants”), that any payment, benefit or distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a “Payment”) constitute “parachute payments” under Section 280G(b)(2) of the Code, as amended, then, if the aggregate present value of all such Payments (collectively, the “Parachute Amount”) exceeds 2.99 times Executive’s “base amount”, as defined in Section 280G(h)(3) of the Code (the “Executive Base Amount”), the amounts constituting “parachute payments” which would otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times Executive Base Amount (the “Reduced Amount”); provided that such amounts shall not be so reduced if Executive determines, based upon the advice of the Accountants, that without such reduction Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon Executive’s receipt of the Reduced Amount. 2916/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 29/46 (b) If the determination made pursuant to clause (a) of this Section 12 results in a reduction of the payments that would otherwise be paid to Executive except for the application of clause (a) of this Section 12, each particular entitlement of Executive shall be eliminated or reduced as follows: (i) first all cash payments, pro rata; and then (ii) all remaining benefits, pro rata. Within any of these categories, a reduction shall occur first with respect to amounts that are not deemed to constitute a “deferral of compensation” within the meaning of Code Section 409A (“Nonqualified Deferred Compensation”) and then with respect to amounts that are treated as Nonqualified Deferred Compensation, with such reduction being applied in each case to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made under clause (a) of this Section 12 (‘‘Overpayment”) or that additional payments which are not made by the Company pursuant to clause (a) of this Section 12 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made and that repayment will eliminate any excise tax otherwise due under Section 4999 of the Code, any such Overpayment shall be repaid by Executive to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. 3016/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 30/46 13. Cancelation of Prior Agreements. Executive’s employment is currently governed by a May 3, 2017 Employment Agreement, as amended, (the “SVP Employment Agreement”), a September 29, 2022 Transition Agreement (the “Transition Agreement”), and a December 23, 2022 Amended Transition Agreement (“Amended Transition Agreement”). This Agreement expressly cancels and supersedes the SVP Employment Agreement, Transition Agreement, and the Amended Transition Agreement except this Agreement does not in any way affect, modify, or nullify any prior agreement Executive has entered into with the Company regarding arbitration, confidentiality, trade secrets, inventions, unfair competition, or prior restrictive covenant agreements. To the extent any surviving agreement regarding arbitration, confidentiality, trade secrets, inventions, unfair competition, or restrictive covenants is inconsistent with the terms of this Agreement, this Agreement shall control. For the avoidance of doubt, Executive acknowledges and agrees that he is waiving all rights and entitlements to all unpaid or future payments and benefits contemplated by the Amended Transition Agreement, including those described in Section 4 therein. Additionally, Executive agrees to refund to the Company the gross amounts of any previous payments he received pursuant to Sections 4(a)(i) and 4(a)(iv) of the Amended Transition Agreement. 14. Successors and Assigns. This Agreement is to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by the Company of all of its rights and obligations under this Agreement to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided that the transferee or successor assumes the Company’s liabilities under this Agreement by agreement in form and substance reasonably satisfactory to Executive. 3116/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 31/46 15. Survival. Subject to any limits on applicability contained therein, Section 7 will survive and continue in full force in accordance with its terms notwithstanding any termination of the Employment Period. 16. Indemnity. If any action is brought against the Company involving: (1) any actual or alleged restrictive covenant or other agreement that may prohibit or restrict Executive’s employment by the Company, or (2) Executive’s actual or alleged misappropriation of Confidential Information or Trade Secret, Executive agrees to defend, indemnify, and hold the Company harmless from any and all costs incurred in defending such proceeding. This includes, but is not limited to, court fees, attorneys’ fees, and from any and all liability, judgment, or settlement assessed against the Company. 17. Choice of Law. This Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Agreement or Executive’s employment with Company must be brought exclusively in either the United States District Court for the Northern District of Georgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. 18. Severability. Whenever possible, each provision of this Agreement is to 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, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Agreement is to be reformed, construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein. 3216/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 32/46 19. Notices. Any notice provided for in this Agreement is to be in writing and is to be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient at the address indicated as follows: Notices to Executive: To the address listed in the personnel records of the Company. Notices to the Company: BlueLinx Corporation 1950 Spectrum Circle Suite 300 Marietta, Georgia 30067 Attention: Legal Department Facsimile: (770) 953-7008 or any other address or to the attention of any other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement is to be deemed to have been given when so delivered, sent or mailed. 20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding effect or enforceability of this Agreement. 21. Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way. 22. Counterparts. This Agreement may be executed in separate counterparts, each of which is to be deemed to be an original and all of which taken together are to constitute one and the same agreement. [Remainder of page intentionally left blank] 3316/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 33/46 The parties are signing this Agreement as of the date first set forth above, to be effective as of the Effective Date. BLUELINX CORPORATION By: /s/ Kim Fennebresque Name. Kim Fennebresque Title:Chairman, BlueLinx Holdings Inc., EXECUTIVE /s/ Shyam Reddy Name:Shyam Reddy BLUELINX HOLDINGS INC. By: /s/ Kim Fennebresque Name. Kim Fennebresque Title:Chairman, BlueLinx Holdings Inc. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 34/46 EXHIBIT A SEPARATION AND RELEASE AGREEMENT In consideration for the undertakings and promises set forth in the April 15, 2021 Employment Agreement, as amended, (the “Employment Agreement”), the terms of which are incorporated herein by reference, and this Separation and Release Agreement (the “Separation and Release Agreement”) between Shyam Reddy (“Executive”) and BLUELINX CORPORATION (“Company”), Executive (on behalf of himself and Executive’s heirs, assigns and successors in interest) voluntarily agrees to completely settle and resolve all claims Executive may have against the Company and the Releasees, as defined below, as of the time Executive executes this Separation and Release Agreement. 1. Resignation From BHI Board of Directors. As of the Date of Termination (as defined in the Employment Agreement), Executive agrees to have resigned Executive’s position as a director of the Board of Directors of BLUELINX HOLDINGS INC. (“BHI”) and any other position as an officer, manager, director or member of any governing body he holds with the Company, BHI, or any of their direct or indirect subsidiaries or affiliated entities. 2. Consideration. In consideration of the promises and covenants contained herein, and provided Executive executes and does not revoke this Separation and Release Agreement, the Company will provide Executive with the payments and benefits described in either Section 6(c) or Section 6(d) of the Employment Agreement, as applicable (the “Consideration”). $_______ of the Severance Amount (as defined in the Employment Agreement) will act as consideration for the ADEA Release (as defined in Section 6.a) (the “ADEA Release Installment”). The ADEA Release Installment will be paid no later than ten (10) business days after the ADEA Release Date (as defined in Section 6.b). The remaining $_______ of the Severance Amount and the other Consideration will be paid no later than ten (10) business days after the Effective Date and will act as consideration for the remaining Released Claims, promises, and covenants in this Separation and Release Agreement, which the Parties agree and acknowledge became binding and effective as of the Effective Date and survive if Executive revokes the ADEA Release. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 35/46 3. Effective Date. This Separation and Release Agreement, with the exception of the ADEA Release (as defined in Section 6) shall become effective on the date on which the Executive signs the Agreement (the “Effective Date”). 4. Releasees. Executive agrees that this Separation and Release Agreement and the enclosed Employment Agreement releases all claims and potential claims against the Company, BHI, and any affiliated companies and related business entities, as well as their shareholders, subsidiaries, parent companies, divisions, joint ventures, sister corporations, assigns, assets, agents, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), employee benefit plan fiduciaries, insurers of employee benefits, directors, officers, former officers, employees, members, administrators, attorneys, representative trustees, successors/heirs, any co-employers or joint employers, and as intended third-party beneficiaries, investors, lenders, contractors, and all persons acting by, through, under, or in concert with them, jointly and severally, in their individual, fiduciary, and corporate capacities (collectively referred to throughout this Separation and Release Agreement and the enclosed Employment Agreement as the “Releasees”). 5. Release of All Claims by Executive. a. With the exception of (i) any claims that cannot legally be waived by private agreement (including any rights to unemployment benefits or worker’s compensation); (ii) any claims which may arise after the date Executive signs this Agreement; (iii) any claims for breach of this Agreement; and (iv) any right to seek or recover a monetary whistleblower award from a Government Agency (as defined in Section 9) as part of a government-administered whistleblower award program for providing information directly to a Government Agency (a “Whistleblower Award”), in exchange for, and in consideration of, the payments, benefits, and other commitments described in Section 6(c) or Section 6(d) of the Employment Agreement, Executive, hereby fully, forever, irrevocably, and unconditionally releases and discharges the Company and the Releasees, collectively, separately, and severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever that Executive has as of the time of the execution of this Separation and Release Agreement, whether now known or unknown, contingent or vested, whether anticipated or unanticipated, and whether asserted or unasserted (the claims released in this Separation and Release Agreement are collectively referred to as the “Released Claims”). 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 36/46 b. Without limiting the foregoing language, the Released Claims include all claims based directly or indirectly upon Executive’s employment with the Company, the end of Executive’s employment with the Company, and any alleged act or omission to act by the Company or the Releasees. The Released Claims, to the fullest extent permissible under applicable federal, state, and local laws and regulations, include without limitation all claims: i. arising from or in connection with Executive’s employment, pay, bonuses, vacation, commissions, incentive compensation, equity, PTO, severance or any other Executive benefits, and other terms and conditions of employment or employment practices of the Company; ii. arising out of or relating to the termination of Executive’s employment with the Company or the surrounding circumstances thereof; iii. brought or that could be brought pursuant to or under any federal statute, law, or regulatory authority, including but not limited to claims of discrimination and/or harassment on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, 42 USC § 1981, the Equal Pay Act (“EPA”) the Lily Ledbetter Fair Pay Act (“LLFPA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefits Protection Act (“OWBPA”), the Americans With Disabilities Act (“ADA”), the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Worker Adjustment and Retraining Notification Act (“WARN”); the Employee Retirement Income Security Act (“ERISA”) (excluding vested benefits), Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), as amended (to the extent permitted by law); the Labor-Management Relations Act, as amended (“LMRA”), the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and/or the Federal False Claims Act, the Genetic Information Nondiscrimination Act (“GINA”), the Family and Medical Leave Act (“FMLA”), or any other similar labor, employment or antidiscrimination law under state, federal or local law and as any of these laws may have been amended; 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 37/46 iv. based on any claims brought or that could be brought pursuant to or under the statutory and/or common law of Georgia such as the Georgia Fair Employment Practices Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, the Georgia Equal Employment for Persons with Disabilities Code, and/or the Georgia Minimum Wage Law; v. based on any contract, quasi-contract, tort, whistleblower, personal injury, wrongful discharge theory, or other common law theory; or vi. arising under the Employment Agreement, or any written or oral agreements between Executive and Company or any of Company’s subsidiaries or affiliates (other than the Employment Agreement). c. Executive hereby waives any right to seek or recover any individual relief (including back pay, front pay, compensatory damages, punitive damages, other money damages, reinstatement, or other relief) in connection with any of the Released Claims through any charge, complaint, lawsuit, or other proceeding, whether commenced or maintained by Executive or by any other person or entity, including but not limited to any proceeding brought by the Equal Employment Opportunity Commission, or any similar federal, state, or local agency or commission. d. Executive expressly acknowledges that this Separation and Release Agreement is intended to include in its effect, without limitation, all Released Claims which Executive does not know or suspect to exist in his favor at the time Executive signs this Separation and Release Agreement, and that this Separation and Release Agreement contemplates the extinguishment of any such Released Claims. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 38/46 6. Time to Consider. a. The Released Claims include any claims Executive may have against any of the Releasees under the ADEA (the “ADEA Release”). Executive understands that Executive has been given twenty-one (21) calendar days to consider this Agreement and agrees that this consideration period has been reasonable and adequate (the “Consideration Period”). If Executive decides to sign this Agreement before the expiration of the Consideration Period, which is solely Executive’s choice, Executive represents that Executive’s decision is knowing and voluntary. Executive agrees that any revisions made to this Agreement after it was initially delivered to Executive, whether material or immaterial, do not restart the Consideration Period. The Company advises Executive to consult with an attorney prior to signing this Agreement. b. Executive may revoke the ADEA Release within 7 calendar days after the date he signs this Agreement. The ADEA Release will not become effective or enforceable until the 8th calendar day after Executive signs this Agreement without having revoked the ADEA Release (the “ADEA Release Date”). If Executive chooses to revoke the ADEA Release, Executive must notify the Company in writing addressed to the Company’s designated agent for this purpose: [Name] [Position] BlueLinx Corporation 1950 Spectrum Circle Suite 300 Marietta, Georgia 30067 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 39/46 Any such notice of revocation must be delivered to the Company at the foregoing address in a manner calculated to ensure receipt prior to 11:59 p.m. on the day prior to the ADEA Release Date. The Parties agree the ADEA Release Installment has been allocated to the ADEA Release. If Executive revokes the ADEA Release, Executive will not be entitled to the ADEA Release Installment. The remainder of the Consideration not allocated to the ADEA Release Installment will act as consideration for the remaining Released Claims, promises, and covenants in this Agreement, which the Parties agree and acknowledge became binding and effective as of the Effective Date and survive if Executive revokes the ADEA Release. 7. Covenant Not to Sue. Subject to Section 10 and unless prohibited by applicable law, Executive agrees and covenants not to sue or initiate any claims in any forum against any of the Releasees on account of or in relation to any Released Claim, or to incite, assist or encourage other persons or entities to bring claims of any nature whatsoever against Company or Releasees. Executive further agrees and covenants that this Release is a bar to any claim, action, suit, or proceeding pertaining to the Released Claims. In the event Executive breaches the covenant contained in this Section 7, Executive agrees to indemnify the Releasees for all damages and expenses, including attorneys’ fees, incurred by any Releasees in defending, participating in or investigating any matter or proceeding covered by this Section 7. This provision does not prohibit Executive from filing a lawsuit challenging the validity of Executive’s waiver of claims under the ADEA. 8. Damages for Breach. If Executive breaches this Separation and Release Agreement, Executive shall pay all costs incurred by Releasees (or any of them), including reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to filing any such lawsuit, shall return all but $500.00 of the severance benefits or payments Executive has received pursuant to Section 6(c) or Section 6(d) of the Employment Agreement. The preceding two sentences of this section do not apply if Executive files a charge or lawsuit under the ADEA challenging the validity of this Separation and Release Agreement. However, in the event any such ADEA lawsuit is unsuccessful, a court may order Executive to pay attorney’s fees and/or costs incurred by Releasees (or any of them) where authorized by law. In the event any such ADEA lawsuit is successful, the severance benefits or payment Executive received for signing this Separation and Release Agreement shall serve as restitution, recoupment, or setoff to any monetary award received by Executive. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 40/46 9. Executive’s Representations and Warranties. Executive represents and warrants that Executive (a) except for the Consideration provided herein, has been properly paid for all hours worked and has received all wages, bonuses, vacation pay, expense reimbursements and any other sums due from the Company; (b) has returned all Company property in Executive’s possession or control (except as otherwise provided in Section 10) and has permanently deleted any Confidential Information (as defined in the Employment Agreement) stored on any networks, computers or information storage devices that are not owned by the Company but within Executive’s possession or control; (c) has suffered no harassment, retaliation, employment discrimination, or work-related injury or illness while employed by the Company; (d) has had the opportunity to provide the Company with written notice of any suspected unlawful or potentially unlawful activity on the part of the Company or any other Releasee; (e) has not filed and/or litigated any claim, charge, suit or other action or proceeding against the Company or any other Releasee; (f) has not sold, assigned, transferred, conveyed or otherwise disposed of any Released Claim; and (g) is not aware of any acts or comments that would support a claim of sexual harassment by anyone against the Company or any Company employee, vendor, customer, or visitor. 10. Protected Rights. Executive understands that nothing contained in this Separation and Release Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). By signing this Separation and Release Agreement, Executive does not release the right to file any claims that are not permitted to be waived or released under applicable law or regulation, or the right to communicate with an attorney. Executive further understands that this Separation and Release Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency including providing documents or other information, without notice to Company. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 41/46 11. Restrictive Covenant Reaffirmation. Executive hereby acknowledges and agrees that he continues to be bound by the restrictive covenants contained in the Employment Agreement, including all covenants and promises in Section 7 of the Employment Agreement, and that these covenants, pursuant to their terms, survive Executive’s separation of employment from the Company. 12. Non-Disparagement. Executive agrees not to make, publish or communicate to any person or entity or in any public forum (including social media) at any time any defamatory or disparaging statements concerning the Company, BHI, and their affiliates or shareholders, or any of their respective officers, directors, members, managers, employees, products or services. 13. Non-Admission. This Separation and Release Agreement will not be construed as an admission by the Company or the Releasees of any liability or wrongdoing to Executive, breach of any agreement, or violation of statute, law, or regulation, or a waiver of any defenses to those matters within the scope of this Separation and Release Agreement. The Company specifically denies any liability for wrongdoing. 14. Governing Law. This Separation and Release Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Separation and Release Agreement or Executive’s employment with Company must be brought exclusively in either the United States District Court for the Northern District of Georgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. The existence of any claim or cause of action by Executive against Company, including any dispute relating to the termination of Executive’s employment or under this Separation and Release Agreement, shall not constitute a defense to enforcement of said covenants by injunction. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 42/46 15. Severability. If any provision of this Separation and Release Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Separation and Release Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Separation and Release Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. If any provision of this Separation and Release Agreement shall be held void, voidable, invalid, or inoperative, the Company may, however, at its sole option, void this Separation and Release Agreement, in which case Executive shall immediately return any consideration provided to Executive pursuant to Section 6(c) or Section 6(d) of the Employment Agreement. 16. Entire Agreement. This Separation and Release Agreement constitutes the entire agreement between Executive and the Company with respect to the issues addressed in this Separation and Release Agreement, except this Separation and Release Agreement does not in any way affect, modify, or nullify any prior agreement Executive has entered into with the Company regarding arbitration, confidentiality, trade secrets, inventions, unfair competition, or prior restrictive covenant agreements. This Separation and Release Agreement may not be modified, altered, or discharged except in writing signed by Executive and an authorized Company representative. 17. Successors and Assigns. This Separation and Release Agreement and all covenants and agreements contained herein shall bind and inure to the benefit of the Parties, their respective heirs, successors, assigns and any persons or entities claiming by, through or under them. 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 43/46 18. Medicare, Medicaid, and the SCHIP Extension Act. Executive hereby warrants: (1) Executive presently is not, nor has Executive ever been enrolled in Medicare or applied for such benefits; and (2) Executive has no claim for Social Security Disability benefits nor is Executive appealing or re-filing for Social Security Disability benefits. Executive, therefore warrants that Medicare has not made any payments to or on behalf of Executive, nor has Executive made any claims to Medicare for payments of any medical bills, invoices, fees, or costs, airing from or related to any of the claims released by this Separation and Release Agreement. Executive agrees to indemnify, defend, and hold the Company and the Releasees harmless from: (1) any claims of, or rights of recovery by Medicare, and/or persons or entities acting on behalf of Medicare as a result of any undisclosed prior payment, or any future payment by Medicare for or on behalf of Executive, and; (2) all claims and demands for penalties based upon any failure to report the settlement payment, late reporting, or other alleged violation of Section 11 of the Medicare, Medicaid and SCHIP Extension Act that is based in whole or in part upon late, inaccurate, or inadequate information provided to the Company by Executive. Executive agrees to hold harmless the Company and the Releasees from and/or for any loss of Medicare benefits or Social Security benefits (including Social Security Disability) that Executive may sustain as a result of this Separation and Release Agreement. The Parties have not shifted responsibility of medical treatment to Medicare in contravention of 42 U.S.C. § 1395y(b). 19. Further Acknowledgements and Representations. By signing this Separation and Release Agreement, Executive further certifies and acknowledges that: a. The payments and benefits referred to in this Separation and Release Agreement and as set forth in Section 6(c) or Section 6(d) of the Employment Agreement exceeds that to which Executive would otherwise have been entitled, and that the actual payments and benefits are in exchange for the release of the claims referenced in this Separation and Release Agreement. b. Executive understands that Executive has the right to talk with an attorney before signing this Separation and Release Agreement, and further acknowledges and represents that Executive discussed all aspects of this Separation and Release Agreement with counsel of Executive’s choosing or had the opportunity to do so, including the fact that Executive is releasing claims and potential claims against the Releasees; 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 44/46 c. In signing this Separation and Release Agreement Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS SEPARATION AND RELEASE AGREEMENT OR IN THE EMPLOYMENT AGREEMENT by Company or any other Releasee, or by any of their agents, representatives, or attorneys with regard to the subject matter basis, or effect of this Separation and Release Agreement or otherwise, and Executive agrees that this Separation and Release Agreement will be interpreted and enforced in accordance with Georgia law; d. This Separation and Release Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 45/46 READ CAREFULLY. THIS DOCUMENT CONTAINS EXECUTIVE’S RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. IN WITNESS WHEREOF, the undersigned has executed this Separation and Release Agreement as of the date set forth below. “Executive” Shyam Reddy Dated: , 20 “Company” BLUELINX CORPORATION By: Name: Title: 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1030243 https://mcc.law.stanford.edu/capi/ﬁle/1030243 46/46" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive is entitled to a car allowance of $10,000 per year.\", \"clause_type\": \"Benefits\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Non-cash benefits are allowed if properly documented and taxed.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 ex10-1.htm Exhibit 10.1 SRAX, Inc. 2629 Townsgate Road #214 Westlake Village, CA March 14, 2023 Alan Urban 4411 Westchester Dr. Woodland Hills, CA 91364 EM PLOYM ENT OFFER LETTER Dear Alan, SRAX, Inc. (the “Company”) is pleased to offer you formal employment for the position of Chief Financial Officer beginning on March 14, 2023. Until an executive employment agreement is finalized, this offer letter, once fully executed by both parties, will constitute an agreement between you and the Company. The material terms and conditions of our offer of employment are presented below: 1. Employment. The Company hereby offers you, and you hereby accept, employment with the Company beginning on March 14, 2023 (the “Effective Date”), until such time as either you or the Company chooses to terminate the employment (the “Term”). Your employment relationship will be employment at-will, terminable by either you or the Company with or without cause. 2. Capacity and Performance. (a) Commencing on the Effective Date, you will employed by the Company as its Chief Financial Officer. You will report to the Chief Executive Officer and perform such duties and responsibilities as may be prescribed from time to time. (b) During the Term, you will be employed by the Company on a full-time basis and will devote your full business time and best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company. You may accept directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its affiliates, or otherwise interfere or deter you from performing your duties hereunder. 3. Compensation and Benefits. As compensation for services performed as Chief Financial Officer pursuant to this offer letter: (a) Base Salary. The Company will pay you a base salary at the rate of Three Hundred Thousand Dollars ($300,000.00) per annum, payable in accordance with the payroll practices of the Company (the “Base Salary”). The Base Salary will be reviewed at least annually by the board of directors of the Company (the “Board”), and the Board may, but will not be required, to increase the Base Salary from time to time. However, the Base Salary will not be decreased during the Term other than as part of an across-the-board salary reduction in the same manner for all senior executives. (b) Annual Bonus Compensation. With respect to each full fiscal year of the Company occurring during Term (or pro-rated for the Company’s 2023 fiscal year), you will be eligible to earn an annual target bonus of One Hundred Fifty Thousand Dollars ($150,000) (the “Annual Bonus”); provided, however, that the decision to provide any Annual Bonus will be in the sole and absolute discretion of the Compensation Committee of the Board. The Annual Bonus will be paid in quarterly installments at the end of each calendar quarter (March 31, June 30, September 30 and December 31). 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1031880 https://mcc.law.stanford.edu/capi/ﬁle/1031880 1/4 (c) Equity Participation. You will receive a stock option to purchase up to 300,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2016 Equity Compensation Plan. Such stock option will have an exercise price equal to the closing price of the Company’s common stock on the date of grant, and will vest as follows: (i) 40% to vest upon completion during the Term of the Company’s delinquent reports with the U.S. Securities and Exchange Commission for the quarters ended June 30, 2022 and September 30, 2022, and for the year ended December 31, 2022 (collectively, the “Delinquent Reports”), and (ii) the remaining 60% to vest in equal quarterly installments over the following two year period, subject to the completion of the Delinquent Reports. Such stock option will fully vest in connection with a Change in Control. As used herein, “Change in Control” shall mean the occurrence of any of the following after the Effective Date: (i) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control will not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the Company’s stock; or (iii) the sale of all or substantially all of the Company’s assets. Notwithstanding the foregoing, a Change in Control will not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A. (d) Other Benefits. During the Term, you will be entitled to participate in all health and welfare plans and retirement plans made available from time to time to other executives of the Company. (e) Vacation Days. You will be entitled to twenty (20) vacation days per calendar year. You are encouraged to take vacation in the calendar year it is earned, at such times and intervals as you determine, subject to the reasonable business needs of the Company. 4. Termination of Employment and Severance Benefits. You and the Company will each have the right to terminate your employment at any time, with or without cause. You will be entitled to an amount equal to six (6) months of your then current Base Salary if your employment hereunder is terminated by the Company for any reason other than for Cause. As used herein, “Cause” shall mean: (i) willful failure to properly carry out your duties and responsibilities or to adhere to the policies of the Company after written notice by the Company of the failure to do so, and such failure remaining uncorrected following an opportunity for you to correct the failure within ten (10) days of the receipt of such notice, (ii) theft, fraud, embezzlement or misappropriation, or the gross negligence or willful misconduct, involving the property, business or affairs of the Company, or in the carrying out of your duties, (iii) conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving fraud, dishonesty, theft or violence, (iv) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates, (v) willful failure to comply with any valid and legal directive of the Board, (vi) willful unauthorized disclosure of Confidential Information (as defined below) or (vii) conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute. 5. Confidential Information. You hereby acknowledge that the Company continually develops confidential information, which may include any and all information, documents, data and materials whether written, oral and which is provided or otherwise disclosed to you, concerning the business, operations, finances, assets and plans of the Company, and/or information on any of the Company’s technologies, know-how, patents, agreements with business partners, market and company-specific data, graphs, drawing, past, current, and planned research and development, current and planned manufacturing, marketing and /or distribution methods and processes, customer lists, price lists and other end-user pricing related information, settlement rates, manufacturing charges, market studies, computer software and programs, database technologies, systems, structures and architectures, plant plans, business plans, financial projections and budgets, manufacturing and sales details, capital spending budgets and plans, current or prospective financing sources irrespective of the form of the communication (“Confidential Information”). You hereby further acknowledge that you may develop and learn of Confidential Information during the course of employment. You will comply with the policies and procedures of the Company for protecting Confidential Information and will not disclose to any Person or use, other than as required by applicable law or for the proper performance of your duties and responsibilities to the Company, any Confidential Information obtained by you incident to your employment or other association with the Company. 6. Amendment. This offer letter may be amended or modified only by a written instrument signed by you and by an expressly authorized representative of the Company. 7. Governing Law. This offer letter will be construed and enforced under and be governed in all respects by the laws of the State of California, without regard to the conflict of laws principles thereof, and, for the avoidance of doubt, will include both the statutory and common law of California, except to the extent preempted by federal law. 8. Severability. Should any provision of this offer letter be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement will be held as unenforceable and thus stricken, such holding will not affect the16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1031880 https://mcc.law.stanford.edu/capi/ﬁle/1031880 2/4validity of the remainder of this offer, the balance of which will continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this offer letter. 9. Survival. The respective rights and obligations of the parties hereto will survive expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement. 10. Counterparts. This offer letter may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. [Signature page follows] 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1031880 https://mcc.law.stanford.edu/capi/ﬁle/1031880 3/4 To indicate your acceptance of the employment terms set forth above, please sign and date this offer letter in the space provided below and return a copy to me. Please do not hesitate to contact me if you have any questions. Very truly yours, SRAX, INC. By:/s/ Christopher Miglino Name:Christopher Miglino Title:Chief Executive Officer ACCEPTANCE OF EMPLOYMENT OFFER: I accept the offer of employment by SRAX, Inc. on the terms described in this offer letter. /s/ Alan Urban Alan Urban 16/04/2025, 06:28 mcc.law.stanford.edu/capi/ﬁle/1031880 https://mcc.law.stanford.edu/capi/ﬁle/1031880 4/4" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive must work from the company's principal office but can occasionally work remotely.\", \"clause_type\": \"Work Location\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Permits flexible work arrangements within reasonable expectations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 brhc10049907_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PHOTRONICS, INC. 2016 Equity Incentive Compensation Plan As Amended March 16, 2023 1. PURPOSES OF THE PLAN. The purpose of the Plan is to (a) promote the long-term ﬁnancial success of the Company and its Subsidiaries and increase stockholder value by providing Eligible Individuals with equity-based awards and (b) assist the Company in attracting, retaining and motivating highly qualiﬁed individuals who are in a position to make signiﬁcant contributions to the Company and its Subsidiaries. Upon the Effective Date, (a) no further Awards will be granted under the Prior Plans and (b) the Prior Plans shall be terminated, except that the Prior Plans shall continue to govern awards granted thereunder prior to the Effective Date. 2. DEFINITIONS AND RULES OF CONSTRUCTION. (a) Deﬁnitions. For purposes of the Plan, unless otherwise speciﬁed or unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below: “Administrator” means Committee, unless there is no Committee in which case “Administrator” means the Non-Employee Directors of the Board or such other committee or person to whom it has delegated power to act on its behalf hereunder, generally or speciﬁcally. “Award” means an Incentive Stock Option, Non-Qualiﬁed Stock Option, Stock Grant, Stock-Based Award, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Performance Unit, Performance Stock and other stock or cash award as the Administrator may establish pursuant to the terms of the Plan. “Award Document” means an agreement, certiﬁcate or other type or form of document or documentation approved, generally or speciﬁcally, by the Administrator that sets forth the terms and conditions of an Award. An Award Document may be in written, electronic or other media, may be limited to a notation on the books and records of the Company and, unless the Administrator requires otherwise, need not be signed by a representative of the Company or a Participant. “Beneﬁcial Owner” and “Beneﬁcially Owned” have the meaning set forth in Rule 13d-3 under the Exchange Act. “Board” means the Board of Directors of the Company. “Change of Control” means: (i) Any Person becomes the Beneﬁcial Owner, directly or indirectly, of securities of the Company representing thirty-ﬁve percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of ofﬁce is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in ofﬁce who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) There is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other ﬁduciary holding securities under an employee beneﬁt plan of the Company or any Subsidiary of the Company, more than ﬁfty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneﬁcial Owner, directly or indirectly, of securities of the Company representing thirty-ﬁve percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or 116/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 1/14(iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than ﬁfty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A of the Code and the payment or settlement of the Award will accelerate upon a Change of Control, no event set forth herein will constitute a Change of Control for purposes of the Plan or any Award Document unless such event also constitutes a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the Company’s assets” as deﬁned under Section 409A of the Code. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations promulgated thereunder. “Committee” means the Compensation Committee of the Board, any successor committee thereto or any other committee appointed from time to time by the Board to administer the Plan. It is intended that the power, authority and composition of the Committee shall meet the requirements of Section 162(m) of the Code, Section 16(b) of the Exchange Act and the applicable rules of the NASDAQ; provided, however, that, if any Committee member is found not to have met the requirements of Section 162(m) of the Code or Section 16(b) of the Exchange Act, any actions taken or Awards granted by the Committee shall not be invalidated by reason of such failure. “Common Stock” means the common stock of the Company, par value $0.01 per share, or such other class of shares or other securities as may be applicable under Section 14. “Company” means Photronics, Inc., a Connecticut corporation, or any successor (other than a successor in a Change of Control) to all or substantially all of the Company’s business that adopts the Plan. “EBITDA” means earnings before interest, taxes, depreciation and amortization. “Effective Date” means the date on which the Plan is adopted by the Board and approved by the stockholders. “Eligible Individuals” means the individuals described in Section 5 (a) who are eligible for Awards under the Plan. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Fair Market Value” means, with respect to a share of Common Stock, the fair market value on the date of grant or valuation of such Award as determined by the Administrator; provided, however, that with respect to an incentive stock option issued to a 10% or more stockholder, Fair Market Value means 110% of such fair market value or such other lower percentage as may be permitted by the Code and regulations promulgated thereunder. “Incentive Stock Option” means an Option that is intended to comply with the requirements of Section 422 of the Code or any successor provision thereto. “NASDAQ” means the NASDAQ Stock Market, Inc. “Non-Employee Director” means any member of the Board who is not an ofﬁcer or employee of the Company or any Subsidiary. “Nonqualiﬁed Stock Option” means an Option that is not intended to comply with the requirements of Section 422 of the Code or any successor provision thereto. 216/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 2/14“Option” means an Incentive Stock Option or Nonqualiﬁed Stock Option granted pursuant to Section 8 of the Plan. “Other Award” means any form of Award other than an Incentive Stock Option, Non-Qualiﬁed Stock Option, Stock Grant, Stock- Based Award, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Performance Unit or Performance Stock, as the Administrator may establish and grant pursuant to Section 12. “Participant” means an Eligible Individual who has been granted an Award under the Plan. “Performance Period” means the period established by the Administrator and set forth in the applicable Award Document over which Performance Targets are measured. “Performance Stock” means an Award granted pursuant to Section 11(a), representing the unfunded and unsecured right to receive Shares contingent upon the achievement of one or more Performance Targets, in accordance with this Plan and the applicable Award Document. “Performance Target” means the performance measures established by the Administrator, from among the performance criteria provided in Section 7 (g), and set forth in the applicable Award Document. “Performance Unit” means an Award granted pursuant to Section 11(b), representing the unfunded and unsecured right to receive one or more units, denominated in Shares or cash or a combination thereof, contingent upon the achievement of one or more Performance Target, in accordance with this Plan and the applicable Award Document. “Permitted Transferees” means (i) a Participant’s family member, (ii) one or more trusts established in whole or in part for the beneﬁt of one or more of such family members, (iii) one or more entities which are beneﬁcially owned in whole or in part by one or more such family members, or (iv) a charitable or not-for-proﬁt organization. “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof, or a “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act. “Plan” means this 2016 Equity Incentive Compensation Plan, as amended or restated from time to time. “Plan Limit” means the maximum aggregate number of Shares that may be issued for all purposes under the Plan as set forth in Section 6 (a). “Prior Plan” means any of the 1996 Stock Option Plan, the 1998 Stock Option Plan, the 2000 Stock Plan and the 2007 Long Term Equity Incentive Plan, in each case, as amended from time to time. “Restricted Stock” means one or more Shares granted pursuant to Section 9 (a). “Restricted Stock Unit” means a right to receive one or more Shares (or cash, if applicable) in the future granted pursuant to Section 9 (b). “Shares” means shares of Common Stock. “Stock Appreciation Right” means a right to receive all or some portion of the appreciation on Shares granted pursuant to Section 10. “Subsidiary” means (i) a corporation or other entity with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of its board of directors or analogous governing body or (ii) any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest and which the Administrator designates as a Subsidiary for purposes of the Plan. For purposes of determining eligibility for the grant of Incentive Stock Options under the Plan, the term “Subsidiary” shall be deﬁned in the manner required by Section 424(f) of the Code. “Substitute Award” means any Award granted upon assumption of, or in substitution or exchange for, outstanding employee equity awards previously granted by a corporation or other entity acquired by the Company or with which the Company combines pursuant to the terms of an equity compensation plan that was approved by the stockholders of such company or other entity 316/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 3/14(b) Rules of Construction. The masculine pronoun shall be deemed to include the feminine pronoun, and the singular form of a word shall be deemed to include the plural form, unless the context requires otherwise. Unless the text indicates otherwise, references to Sections are to sections of the Plan. 3. ADMINISTRATION. (a) Administrator. The Administrator is authorized to: (i) administer and interpret the provisions of the Plan and adopt, prescribe, amend, waive and rescind administrative regulations, rules and procedures relating to the Plan; (ii) select the Participants from the Eligible Individuals; (iii) grant Awards in accordance with the Plan and determine the number of Shares subject to each Award or the cash amount payable in connection with each Award; (iv) determine the terms and conditions of each Award, including, without limitation, those related to term, exercise, vesting, cancellation, payment, settlement, exercisability, performance, termination of employment and, subject to Section 7 (d), a Change of Control; (v) subject to Sections 17 and 19 (e), amend the terms and conditions of an Award after the granting thereof; (vi) specify and approve the forms terms and conditions of Award Documents; (vii) interpret the provisions of any Award Document; (viii) make factual determinations in connection with the administration or interpretation of the Plan; (ix) employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and rely upon any advice, opinion or computation received therefrom; (x) vary the terms of Awards to take account of tax and securities law and other regulatory requirements or procure favorable tax treatment for Participants; (xi) correct any defects, supply any omission or reconcile any inconsistency in any Award Document or the Plan; (xii) make all other determinations and take all other actions that it deems desirable or necessary to interpret or implement properly the Plan or any Award; and (xiii) adopt any sub-plans as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Subsidiary or Participants or to otherwise facilitate the administration of the Plan. (b) Determinations of Administrator Final and Binding. All determinations by the Administrator shall be made in the Administrator’s sole discretion and shall be ﬁnal, binding and conclusive for all purposes and upon all Persons. (c) Delegation of Authority. To the extent not prohibited by applicable laws, rules and regulations, the Administrator may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees thereof or other persons or groups of persons as it deems necessary or desirable under such conditions or limitations as it may set at the time of such delegation or thereafter; provided, however, that the Administrator may not delegate its authority (i) to make Awards to employees (A) who are subject on the date of the Award to the reporting rules under Section 16(a) of the Exchange Act, (B) whose compensation for such ﬁscal year may be subject to the limit on deductible compensation pursuant to Section 162(m) of the Code or (C) who are ofﬁcers of the Company who are delegated authority by the Administrator hereunder, or (ii) pursuant to Section 17. For purposes of the Plan, reference to the Administrator shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Administrator delegates authority pursuant to this Section 3(d). 416/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 4/14(d) Liability of Administrator. Subject to applicable laws, rules and regulations: (i) the Administrator and its delegatees shall not be liable for any action or determination made in good faith; and (ii) the Administrator and its delegates shall be entitled to indemniﬁcation and advancement of expenses to the fullest extent provided by law. In the performance of its responsibilities with respect to the Plan, the Administrator shall be entitled to rely upon information and advice furnished by the Company’s ofﬁcers or employees, the Company’s accountants, the Company’s counsel and any other Person that the Administrator or its delegates deems necessary, and the Administrator or its delegatees shall not be liable for any action taken or not taken in reliance upon any such information and advice. (e) Action by the Board. Anything in the Plan to the contrary notwithstanding, subject to applicable laws, rules and regulations, any authority or responsibility that, under the terms of the Plan, may be exercised by the Administrator may alternatively be exercised by the Board. 4. CLAWBACK. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Agreement as the Board determines necessary or appropriate. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company. 5. ELIGIBILITY. (a) Eligible Individuals. Awards may be granted to ofﬁcers, employees, directors, consultants, advisors and independent contractors of the Company or any of its Subsidiaries; provided, however, that only employees of the Company or a Subsidiary within the meaning of Section 422 of the Code may be granted Incentive Stock Options. The Administrator shall have the authority to select the persons to whom Awards may be granted and to determine the type, number and terms of Awards to be granted to each such Participant. Under the Plan, references to “employment” or “employed” include the engagement or retention of Participants who are consultants, advisors and independent contractors and the service of Participants who are directors, except for purposes of determining eligibility to be granted Incentive Stock Options. (b) Grants to Participants. The Administrator shall have no obligation to grant any Eligible Individual an Award or to designate an Eligible Individual as a Participant for any reason, including without limitation the fact that such Eligible Individual received a prior Award or was previously designated as a Participant. The Administrator may grant more than one Award to a Participant and may designate an Eligible Individual as a Participant for overlapping periods of time. (c) Future Remuneration. The grant of an Award shall not obligate the Company or any Subsidiary of the Company to pay a Participant any particular amount of remuneration, to continue the employment of the Participant after the grant or to make further grants to the Participant at any time thereafter. 6. SHARES SUBJECT TO THE PLAN. (a) Plan Limit. Subject to adjustment in accordance with Section 14, the maximum aggregate number of Shares that may be issued for all purposes under the Plan shall be ﬁve million (5,000,000). Shares to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by the Company (in the open-market or in private transactions) and that are being held in treasury, or a combination thereof. All of the Shares subject to the Plan Limit may be issued pursuant to Incentive Stock Options. 516/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 5/14(b) Rules Applicable to Determining Shares Available for Awards. The number of Shares available for Awards at any time will be reduced by the number of Shares subject to the outstanding Awards and, by the number of Shares actually delivered prior thereto upon settlement or payment of Awards. For purposes of determining the number of Shares actually so delivered, (i) the number of Shares that are tendered by a Participant or withheld by the Company to pay the exercise price of an Award or to satisfy the Participant’s tax withholding obligations in connection with the exercise or settlement of an Award and (ii) all of the Shares covered by a stock-settled Stock Appreciation Right to the extent exercised, will be deemed to have been actually delivered. Shares Awards that are forfeited or cancelled or otherwise expire for any reason without having been exercised or settled or that are settled through issuance of consideration other than Shares (including, without limitation, cash) shall again be available for the grant of Awards; provided, however, that this provision shall not be applicable with respect to (i) the cancellation of a Stock Appreciation Right granted in tandem with an Option upon the exercise of the Option or (ii) the cancellation of an Option granted in tandem with a Stock Appreciation Right upon the exercise of the Stock Appreciation Right. (c) Special Limits. Anything to the contrary in Section 6 (a) notwithstanding, but subject to adjustment under Section 14, the following special limits shall apply to Shares available for Awards: (i) the maximum number of Shares that may be issued pursuant to awards of Restricted Stock, Restricted Stock Units, Performance Stock, Performance Units and Other Awards that are payable in Shares granted under the Plan shall be ﬁve million (5,000,000) shares in the aggregate; and (ii) subject to the other limitations set forth herein, the maximum amount of Awards that may be awarded to any Participant in any ﬁscal year is 15% of the Shares measured as of the Effective Date provided however, that no Non-Employee Director may receive one or more Awards in any ﬁscal year in excess of 30,000 Shares. (d) Substitute Awards. Any Shares underlying Substitute Awards shall not be counted against the number of Shares issuable hereunder and shall not be subject to Section 6 (c). (e) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Award will comply with applicable laws, rules and regulations as determined by counsel for the Company. 7. AWARDS IN GENERAL. (a) Types of Awards. Incentive Stock Options, Non-Qualiﬁed Stock Options, Stock Grants, Stock-Based Awards, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Stock and other stock or cash awards may be granted as the Administrator may determine. Any Award described in Sections 8 through 12 may be granted singly or in combination or tandem with any other Award, as the Administrator may determine. Awards under the Plan may be made in combination with, in replacement of, or as alternatives to awards or rights under any other compensation or beneﬁt plan of the Company or its Subsidiaries, including the plan of any acquired entity. (b) Terms Set Forth in Award Document. The terms and conditions of each Award shall be set forth in an Award Document in a form and with terms and conditions approved by the Administrator, which Award Document shall contain terms and conditions not inconsistent with the Plan. Notwithstanding the foregoing, and subject to applicable laws, rules and regulations, the Administrator may accelerate (i) the vesting or payment of any Award, (ii) the lapse of restrictions on any Award or (iii) the date on which any Award ﬁrst becomes exercisable. The terms of Awards may vary among Participants, and the Plan does not impose upon the Administrator any requirement to make Awards subject to uniform terms. (c) Termination of Employment. The Administrator shall specify at or after the time of grant of an Award the provisions governing the disposition of an Award in the event of a Participant’s termination of employment with the Company or any of its Subsidiaries. Subject to applicable laws, rules and regulations, in connection with a Participant’s termination of employment, the Administrator shall have the discretion to accelerate the vesting, exercisability or settlement of, eliminate the restrictions and conditions applicable to, or extend the post-termination exercise period of an outstanding Award. Such provisions may be speciﬁed in the applicable Award Document or determined at a subsequent time. 616/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 6/14(d) Change of Control. (i) The Administrator shall have full authority to determine the effect, if any, of a Change of Control (or similar events, as determined by the Administrator) on the vesting, exercisability, settlement, payment, lapse of restrictions or other terms and conditions applicable to an Award, which effect may be speciﬁed in the applicable Award Document or determined at a subsequent time. Subject to applicable laws, rules and regulations, the Administrator may, at any time prior to, coincident with or after the effective time of a Change of Control, take such actions as it may consider necessary or desirable, including, without limitation: (A) providing for the acceleration of any vesting conditions relating to the exercise or settlement of an Award or that an Award shall terminate or expire unless exercised or settled in full on or before a date ﬁxed by the Administrator; (B) making such adjustments to an Awards to reﬂect such Change of Control; (C) causing Awards to be assumed, or new rights to be substituted therefor, by the surviving corporation or other entity in such Change of Control; or (D) permitting or requiring Participants to surrender outstanding Options and Stock Appreciation Rights in exchange for a cash payment, if any, equal to the difference between the highest price paid for a Share in the Change of Control and the exercise or settlement price of such Award. In addition, except as otherwise speciﬁed in an Award Document (or a Participant’s written employment agreement with the Company or any Subsidiary): (1) any and all Options and Stock Appreciation Rights outstanding as of the effective time of the Change of Control shall become immediately exercisable, and shall remain exercisable until the earlier of the expiration of their initial term or the second (2nd) anniversary of the Participant’s termination of employment with the Company; (2) any restrictions imposed on Restricted Stock and Restricted Stock Units outstanding as of the effective time of the Change of Control shall lapse; (3) the Performance Targets with respect to all Performance Units, Performance Stock and other performance-based Awards granted pursuant to Section 7 (g) or 11 outstanding as of the effective time of the Change of Control shall be deemed to have been attained at the speciﬁed target level of performance; and (4) the vesting of all Awards denominated in Shares outstanding as of the effective time of the Change in Control shall be accelerated. (ii) Notwithstanding any other provision of the Plan or any Award Document, the provisions of this Section 7 (d) may not be terminated, amended, or modiﬁed upon or after a Change of Control in a manner that would adversely affect a Participant’s rights with respect to an outstanding Award without the prior written consent of the Participant. Subject to Section 17, the Board, upon recommendation of the Administrator, may terminate, amend or modify this Section 7 (d) at any time and from time to time prior to a Change of Control. (e) Dividends and Dividend Equivalents. The Administrator may provide Participants with the right to receive dividends or payments equivalent to dividends with respect to an outstanding Award, which payments can either be paid currently or deferred or be deemed to have been reinvested in Shares, and can be made in Shares, cash or a combination thereof, as the Administrator shall determine; provided, however, that the terms of any reinvestment of dividends must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A of the Code. Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to Options or Stock Appreciation Rights. (f) Rights of a Stockholder. A Participant shall have no rights as a stockholder with respect to Shares covered by an Award (including voting rights) until the date the Participant or his nominee becomes the holder of record of such Shares. No adjustment shall be made for dividends or disbursements for which the record date is prior to such date, except as provided in Section 14. 716/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 7/14(g) Performance-Based Awards. (i) The Administrator may determine whether any Award under the Plan is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Awards designated to be “performance-based compensation” shall be conditioned on the achievement of one or more Performance Targets to the extent required by Section 162(m) of the Code and will be subject to all other conditions and requirements of Section 162(m). The Performance Targets will be comprised of speciﬁed levels of one or more of the following performance criteria as the Administrator deems appropriate: net income; cash ﬂow or cash ﬂow on investment; pre-tax or post-tax proﬁt levels or earnings; operating earnings; return on investment; earned value added expense reduction levels; free cash ﬂow; free cash ﬂow per share; earnings per share; net earnings per share; return on assets; return on net assets; return on equity; return on capital; return on sales; growth in managed assets; operating margin; total stockholder return or stock price appreciation; EBITDA; adjusted EBITDA; revenue; revenue before deferral, in each case determined in accordance with generally accepted accounting principles or in accordance with non-GAAP accounting historically used by the Company (subject to modiﬁcations approved by the Administrator) consistently applied on a business unit, divisional, subsidiary or consolidated basis or any combination thereof. The Performance Targets may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, division, department, region, function or business unit and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, division, department, region, function or business unit) or measured relative to selected peer companies or a market index. In addition, for Awards not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Administrator may establish Performance Targets based on other criteria as it deems appropriate. (ii) The Participants will be designated, and the applicable Performance Targets will be established, by the Administrator within ninety (90) days following the Administrator of the applicable Performance Period (or such earlier or later date permitted or required by Section 162(m) of the Code). Any payment of an Award granted with Performance Targets shall be conditioned on the written certiﬁcation of the Administrator in each case that the Performance Targets and any other material conditions were satisﬁed. The Administrator retains the right to reduce any Award notwithstanding the attainment of the Performance Targets. (h) Deferrals. In accordance with the procedures authorized by, and subject to the approval of, the Administrator, Participants may be given the opportunity to defer the payment or settlement of an Award to one or more dates selected by the Participant; provided, however, that the terms of any deferrals must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A of the Code. No deferral opportunity shall exist with respect to an Award unless explicitly permitted by the Administrator on or after the time of grant. (i) Repricing of Options and Stock Appreciation Rights. Notwithstanding anything in the Plan to the contrary, an Option or Stock Appreciation Right shall not be granted in substitution for a previously granted Option or Stock Appreciation Right being canceled or surrendered as a condition of receiving a new Award, if the new Award would have a lower exercise price than the Award it replaces, nor shall the exercise price of an Option or Stock Appreciation Right be reduced once the Option or Stock Appreciation Right is granted. The foregoing shall not (i) prevent adjustments pursuant to Section 14 or (ii) apply to grants of Substitute Awards. 8. TERMS AND CONDITIONS OF OPTIONS. (a) General. The Administrator, in its discretion, may grant Options to Eligible Individuals and shall determine whether such Options shall be Incentive Stock Options or Nonqualiﬁed Stock Options. Each Option shall be evidenced by an Award Document that shall expressly identify the Option as an Incentive Stock Option or Nonqualiﬁed Stock Option, and be in such form and contain such provisions as the Administrator shall from time to time deem appropriate. (b) Exercise Price. The exercise price of an Option shall be ﬁxed by the Administrator at the time of grant or shall be determined by a method speciﬁed by the Administrator at the time of grant. In no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however that the exercise price of a Substitute Award granted as an Option shall be determined so as to avoid excise or other taxes under Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. 816/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 8/14(c) Term. An Option shall be effective for such term as shall be determined by the Administrator and as set forth in the Award Document relating to such Option, and the Administrator may extend the term of an Option after the time of grant; provided, however, that the term of an Option may in no event extend beyond the tenth (10th) anniversary of the date of grant of such Option. (d) Exercise; Payment of Exercise Price. Options shall be exercised by delivery of a notice of exercise in a form approved by the Company. Subject to the provisions of the applicable Award Document, the exercise price of an Option may be paid (i) in cash or cash equivalents, (ii) by actual delivery or attestation to ownership of freely transferable Shares already owned by the person exercising the Option, (iii) by a combination of cash and Shares equal in value to the exercise price, (iv) through net share settlement or similar procedure involving the withholding of Shares subject to the Option with a value equal to the exercise price or (v) by such other means as the Administrator may authorize. In accordance with the rules and procedures authorized by the Administrator for this purpose, the Option may also be exercised through a “cashless exercise” procedure authorized by the Administrator from time to time that permits Participants to exercise Options by delivering irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price and the amount of any required tax or other withholding obligations or such other procedures determined by the Company from time to time. (e) Incentive Stock Options. The exercise price per Share of an Incentive Stock Option shall be ﬁxed by the Administrator at the time of grant or shall be determined by a method speciﬁed by the Administrator at the time of grant, but in no event shall the exercise price of an Incentive Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. No Incentive Stock Option may be issued pursuant to the Plan to any individual who, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, unless (i) the exercise price determined as of the date of grant is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant of the Shares subject to such Incentive Stock Option and (ii) the Incentive Stock Option is not exercisable more than ﬁve (5) years from the date of grant thereof. No Participant shall be granted any Incentive Stock Option which would result in such Participant receiving a grant of Incentive Stock Options that would have an aggregate Fair Market Value in excess of one hundred thousand dollars ($100,000), determined as of the time of grant, that would be exercisable for the ﬁrst time by such Participant during any calendar year. No Incentive Stock Option may be granted under the Plan after the tenth anniversary of the Effective Date. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, as amended from time to time. 9. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. (a) Restricted Stock. The Administrator, in its discretion, may grant or sell Restricted Stock to Eligible Individuals. An Award of Restricted Stock shall consist of one or more Shares granted or sold to an Eligible Individual, and shall be subject to the terms, conditions and restrictions set forth in the Plan and established by the Administrator in connection with the Award and speciﬁed in the applicable Award Document. Restricted Stock may, among other things, be subject to restrictions on transferability, vesting requirements or other speciﬁed circumstances under which it may be canceled. (b) Restricted Stock Units. The Administrator, in its discretion, may grant Restricted Stock Units to Eligible Individuals. A Restricted Stock Unit shall entitle a Participant to receive, subject to the terms, conditions and restrictions set forth in the Plan and the applicable Award Document, one or more Shares. Restricted Stock Units may, among other things, be subject to restrictions on , vesting requirements or other speciﬁed circumstances under which they may be canceled. If and when the cancellation provisions lapse, the Restricted Stock Units shall become Shares owned by the applicable Participant or, at the sole discretion of the Administrator, cash, or a combination of cash and Shares, with a value equal to the Fair Market Value of the Shares at the time of payment. 916/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 9/1410. STOCK APPRECIATION RIGHTS. (a) General. The Administrator, in its discretion, may grant Stock Appreciation Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to payment speciﬁed in the applicable Award Document, an amount equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right speciﬁed in the applicable Award Document. The grant price per share of Shares covered by a Stock Appreciation Right shall be ﬁxed by the Administrator at the time of grant or, alternatively, shall be determined by a method speciﬁed by the Administrator at the time of grant, but in no event shall the grant price of a Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the grant price of a Substitute Award granted as a Stock Appreciation Rights shall be determined so as to not result in excise or other taxes under Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. Payments to a Participant upon exercise of a Stock Appreciation Right may be made in cash or Shares, having an aggregate Fair Market Value as of the date of exercise equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right. The term of a Stock Appreciation Right settled in Shares shall not exceed seven (7) years. (b) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation Right granted in tandem with an Option may be granted either at the same time as such Option or subsequent thereto. If granted in tandem with an Option, a Stock Appreciation Right shall cover the same number of Shares as covered by the Option (or such lesser number of Shares as the Administrator may determine) and shall be exercisable only at such time or times and to the extent the related Option shall be exercisable, and shall have the same term as the related Option. The grant price of a Stock Appreciation Right granted in tandem with an Option shall equal the per-share exercise price of the Option to which it relates. Upon exercise of a Stock Appreciation Right granted in tandem with an Option, the related Option shall be canceled automatically to the extent of the number of Shares covered by such exercise; conversely, if the related Option is exercised as to some or all of the Shares covered by the tandem grant, the tandem Stock Appreciation Right shall be canceled automatically to the extent of the number of Shares covered by the Option exercise. 11. TERMS AND CONDITIONS OF PERFORMANCE STOCK AND PERFORMANCE UNITS. (a) Performance Stock. The Administrator may grant Performance Stock to Eligible Individuals. An Award of Performance Stock shall consist of such number of Shares determined by the Administrator and granted to an Eligible Individual based on the achievement of Performance Targets over the applicable Performance Period, and shall be subject to the terms, conditions and restrictions set forth in the Plan and established by the Administrator in connection with the Award and speciﬁed in the applicable Award Document. (b) Performance Units. The Administrator, in its discretion, may grant Performance Units to Eligible Individuals. A Performance Unit shall entitle a Participant to receive, subject to the terms, conditions and restrictions set forth in the Plan and established by the Administrator in connection with the Award and speciﬁed in the applicable Award Document, such number of Shares or cash determined by the Administrator and based upon the achievement of Performance Targets over the applicable Performance Period. At the sole discretion of the Administrator, Performance Units shall be settled through the delivery of Shares or cash, or a combination of cash and Shares, with a value equal to the Fair Market Value of the underlying Shares as of the last day of the applicable Performance Period. 12. OTHER AWARDS. The Administrator shall have the authority to specify the terms and provisions of cash, stock or other equity-based or equity-related awards not described above that the Administrator determines to be consistent with the purpose of the Plan and the interests of the Company. 1016/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 10/1413. CERTAIN RESTRICTIONS. (a) Transfers. No Award shall be transferable other than pursuant to a beneﬁciary designation under Section 13 (c), by last will and testament or by the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order, as the case may be; provided, however, that the Administrator may, subject to applicable laws, rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award, other than an Incentive Stock Option, for no consideration to a Permitted Transferee of the relevant participant. Any Award transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the relevant Participant. (b) Award Exercisable Only by Participant. During the lifetime of a Participant, an Award shall be exercisable only by the Participant or by a Permitted Transferee to whom such Award has been transferred in accordance with Section 13 (a). The grant of an Award shall impose no obligation on a Participant to exercise or settle the Award. (c) Beneﬁciary Designation. The beneﬁciary or beneﬁciaries of the Participant to whom any beneﬁt under the Plan is to be paid in case of his death before he receives any or all of such beneﬁt shall be determined under the Company’s Group Life Insurance Plan. A Participant may, from time to time, name any beneﬁciary or beneﬁciaries to receive any beneﬁt in case of his death before he receives any or all of such beneﬁt. Each such designation shall revoke all prior designations by the same Participant, including the beneﬁciary designated under the Company’s Group Life Insurance Plan, and will be effective only when ﬁled by the Participant in writing (in such form or manner as may be prescribed by the Administrator) with the Company during the Participant’s lifetime. In the absence of a valid designation under the Company’s Group Life Insurance Plan or otherwise, if no validly designated beneﬁciary survives the Participant or if each surviving validly designated beneﬁciary is legally impaired or prohibited from receiving the beneﬁts under an Award, the Participant’s beneﬁciary shall be the Participant’s estate. 14. RECAPITALIZATION OR REORGANIZATION. (a) Authority of the Company and Stockholders. Neither the Plan nor any Award Documents or Awards shall affect or restrict in any way the right or power of the Company or the stockholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. (b) Change in Capitalization. The number and kind of Shares authorized for issuance under Section 6, including the maximum number of Shares available under the special limits provided for in Section 6 (c), may be equitably adjusted in the sole discretion of the Administrator in the event of a stock split, reverse stock split, stock dividend, recapitalization, reorganization, partial or complete liquidation, reclassiﬁcation, merger, consolidation, separation, extraordinary cash dividend, split-up, spin-off, combination, exchange of Shares, warrants or rights offering to purchase Shares at a price substantially below Fair Market Value, or any other corporate event or distribution of stock or property of the Company affecting the Shares in order to preserve, but not increase, the beneﬁts or potential beneﬁts intended to be made available under the Plan. In addition, upon the occurrence of any of the foregoing events, the number and kind of Shares subject to any outstanding Award and the exercise or settlement price, under any outstanding Award may be equitably adjusted (including by payment of cash to a Participant) in the sole discretion of the Administrator in order to preserve the beneﬁts or potential beneﬁts intended to be made available to Participants. 1116/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 11/1415. TERM OF THE PLAN. Unless earlier terminated pursuant to Section 17, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date, except with respect to Awards then outstanding. No Awards may be granted under the Plan after the tenth (10th) anniversary of the Effective Date. 16. EFFECTIVE DATE. The Plan shall become effective on the date on which it is approved by the stockholders. 17. AMENDMENT AND TERMINATION. Subject to applicable laws, rules and regulations, the Board may at any time terminate or, from time to time, amend, modify or suspend the Plan; provided, however, that no termination, amendment, modiﬁcation or suspension (i) will be effective without the approval of the stockholders of the Company if such approval is required under applicable laws, rules and regulations, including the rules of NASDAQ and (ii) shall materially and adversely alter or impair the rights of a Participant in any Award previously made under the Plan without the consent of the holder thereof. Notwithstanding the foregoing, the Board shall have broad authority to amend the Plan or any Award without the consent of a Participant to the extent it deems necessary or desirable (a) to comply with, take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (b) to take into account unusual or nonrecurring events or market conditions (including, without limitation, the events described in Section 14 (b)), or (c) to take into account signiﬁcant acquisitions or dispositions of assets or other property by the Company or its Subsidiaries. 18. MISCELLANEOUS. (a) Tax Withholding. The Company or a Subsidiary, as appropriate, may require any individual entitled to receive a payment or settlement of an Award to remit to the Company, prior to payment or settlement, an amount sufﬁcient to satisfy any applicable tax withholding requirements. In the case of an Award payable in Shares, the Company or a Subsidiary, as appropriate, may permit a Participant to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by such individual or to deliver Shares then owned by the Participant, in accordance with all applicable laws and pursuant to such rules as the Administrator may establish from time to time. The Company or a Subsidiary, as appropriate, shall also have the right to deduct from all cash to be paid to a Participant (whether or not made in connection with an Award) any applicable taxes required to be withheld with respect to such payments, rules and regulations. (b) No Right to Awards or Employment. No person shall have any claim or right to receive Awards under the Plan. Neither the Plan, the grant of Awards nor any action taken or omitted to be taken under the Plan shall be deemed to create or confer on any Eligible Individual any right to be retained in the employ of the Company or any Subsidiary, or to interfere with or to limit in any way the right of the Company or any Subsidiary to terminate the employment of such Eligible Individual at any time. No Award shall constitute salary or other recurrent compensation. Payments received by a Participant under any Award made pursuant to the Plan shall not be included in, nor have any effect on, the determination of employment-related rights or beneﬁts under any other employee beneﬁt plan or similar arrangement provided by the Company and the Subsidiaries, unless otherwise speciﬁcally provided for under the terms of such plan or arrangement or by the Administrator. (c) Securities Law Restrictions. An Award may not be exercised or settled, and no Shares may be issued in connection with an Award, unless the issuance of such Shares (i) has been registered under the Securities Act of 1933, as amended, (ii) has been registered or qualiﬁed under applicable state “blue sky” laws (or the Company has determined that an exemption from registration and from qualiﬁcation under such state “blue sky” laws is available) and (iii) complies with all applicable foreign securities laws. The Administrator may require each Participant purchasing or acquiring Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that such Participant is acquiring the Shares for investment purposes and not with a view to the distribution thereof. All certiﬁcates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Administrator may deem advisable under rules and regulations and rules of any exchange upon which the Shares are then listed, and the Administrator may cause a legend or legends to be put on any such certiﬁcates to make appropriate reference to such restrictions. 1216/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 12/14(d) Section 162(m) of the Code. As to any Award that constitutes or may constitute “qualiﬁed performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan is intended to comply with the requirements of Section 162(m) of the Code to the extent necessary to result in deductibility of such compensation; provided, however, that, in the event the Administrator determines that compliance with Section 162(m) of the Code is not desired with respect to a particular Award, compliance with such requirements will not be required. If any provision of the Plan would cause Awards that are intended to constitute “qualiﬁed performance-based compensation” to fail to so qualify, that provision shall be severed from, and shall be deemed not to be a part of, the Plan, but the other provisions hereof shall remain in full force and effect. (e) Section 409A of the Code. As to any Award that constitutes or may constitute “deferred compensation” within the meaning of Section 409A of the Code, the Plan is intended to comply with the requirement of Section 409A of the Code to the extent necessary to avoid the imposition of any excise or other additional tax, accelerated taxation, interest or penalty on the compensation represented by such Award. If any provision of the Plan or an Award Document would cause an Award to be subject to additional tax, accelerated taxation, interest and/or penalties under Section 409A of the Code, such provision of the Plan or Award Document may be modiﬁed by the Administrator without consent of the Participant in any manner the Administrator deems desirable or necessary. In making such modiﬁcations the Administrator shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision. Any discretionary authority that the Administrator may have pursuant to the Plan shall not be applicable cause the plan not to comply with such requirements. (f) Awards to Individuals Subject to Laws of a Jurisdiction Outside of the United States. To the extent that Awards are granted to Participants who are domiciled or resident outside of the United States or to persons who are domiciled or resident in the United States but who are subject to the tax laws of a jurisdiction outside of the United States, the Administrator may adjust the terms of such Awards to such person to (i) comply with the laws, rules and regulations of such jurisdiction and to (ii) permit the grant of such Awards not to be a taxable event to the Participants. The authority granted under the previous sentence shall include the discretion for the Administrator to adopt, on behalf of the Company, one or more sub-plans applicable to separate classes of Eligible Individuals who are so domiciled or resident. (g) Satisfaction of Obligations. Subject to applicable laws, rules and regulations, the Company may apply any cash, Shares, securities or other consideration received upon exercise or settlement of an Award to any obligations a Participant owes to the Company and the Subsidiaries in connection with the Plan or otherwise, including, without limitation, any tax obligations in connection with the Plan or otherwise. (h) No Limitation on Corporate Actions. Nothing contained in the Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate action, whether or not such action would have an adverse effect on any Awards. No Participant, beneﬁciary or other person shall have any claim against the Company or any Subsidiary as a result of any such action. (i) Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the issuance of Shares, cash or other form of consideration in connection with an Award, nothing contained herein shall give any Participant any rights that are greater than those of a general unsecured creditor of the Company. The Administrator may, but is not obligated, to authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares, cash or other forms of consideration with respect to Awards hereunder. (j) Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect, merger, consolidation, sales of all or substantially all of the assets of the Company, or otherwise. (k) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to Awards will be used for general corporate purposes. (l) Award Document. In the event of any conﬂict or inconsistency between the Plan and any Award Document, the Plan shall govern and the Award Document shall be interpreted to minimize or eliminate any such conﬂict or inconsistency. 1316/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 13/14(m) Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. (n) Severability. If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan. (o) Expenses. The costs and expenses of administering the Plan shall be borne by the Company. (p) Arbitration. Any dispute, controversy or claim arising out of or relating to the Plan that cannot be resolved by the Participant, on the one hand, and the Company, on the other, shall be submitted to arbitration in the State of Connecticut under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however, that all disputes, controversies and claims by the Participant that are not properly submitted to such arbitration by the participant within one (1) year of the date of the events giving rise to such dispute, controversy or claim are waived, released and forfeited. The determination of the arbitrator shall be conclusive and binding on the Company and the Participant, and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The expenses of such arbitration shall be borne by the Company; provided, however, that each party shall bear its own legal expenses unless the Participant is the prevailing party, in which case the Company shall promptly pay or reimburse the Participant for the reasonable legal fees and expenses incurred by the Participant in connection with such arbitration (excluding any fees payable pursuant to a contingency fee arrangement). (q) Governing Law. Except as to matters of federal law, the Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Connecticut. (r) Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed ﬁrst class, postage prepaid, as follows: (i) If to the Company – at its principal business address to the attention the Secretary. (ii) If to any Participant – at the last address of the Participant known to the sender at the time the notice or other communication is sent. (iii) In either event, notice may also be delivered via email as long as the email account is one used in the regular course of business of the Participant or Company representative. 1416/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 14/14" }, { "role": "assistant", "content": "{\"clause_text\": \"You will not engage in other business activities during employment.\", \"clause_type\": \"Conflict of Interest\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Valid clause to protect the employer’s interest and productivity.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 brhc10049907_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PHOTRONICS, INC. 2016 Equity Incentive Compensation Plan As Amended March 16, 2023 1. PURPOSES OF THE PLAN. The purpose of the Plan is to (a) promote the long-term ﬁnancial success of the Company and its Subsidiaries and increase stockholder value by providing Eligible Individuals with equity-based awards and (b) assist the Company in attracting, retaining and motivating highly qualiﬁed individuals who are in a position to make signiﬁcant contributions to the Company and its Subsidiaries. Upon the Effective Date, (a) no further Awards will be granted under the Prior Plans and (b) the Prior Plans shall be terminated, except that the Prior Plans shall continue to govern awards granted thereunder prior to the Effective Date. 2. DEFINITIONS AND RULES OF CONSTRUCTION. (a) Deﬁnitions. For purposes of the Plan, unless otherwise speciﬁed or unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below: “Administrator” means Committee, unless there is no Committee in which case “Administrator” means the Non-Employee Directors of the Board or such other committee or person to whom it has delegated power to act on its behalf hereunder, generally or speciﬁcally. “Award” means an Incentive Stock Option, Non-Qualiﬁed Stock Option, Stock Grant, Stock-Based Award, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Performance Unit, Performance Stock and other stock or cash award as the Administrator may establish pursuant to the terms of the Plan. “Award Document” means an agreement, certiﬁcate or other type or form of document or documentation approved, generally or speciﬁcally, by the Administrator that sets forth the terms and conditions of an Award. An Award Document may be in written, electronic or other media, may be limited to a notation on the books and records of the Company and, unless the Administrator requires otherwise, need not be signed by a representative of the Company or a Participant. “Beneﬁcial Owner” and “Beneﬁcially Owned” have the meaning set forth in Rule 13d-3 under the Exchange Act. “Board” means the Board of Directors of the Company. “Change of Control” means: (i) Any Person becomes the Beneﬁcial Owner, directly or indirectly, of securities of the Company representing thirty-ﬁve percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of ofﬁce is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in ofﬁce who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) There is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other ﬁduciary holding securities under an employee beneﬁt plan of the Company or any Subsidiary of the Company, more than ﬁfty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneﬁcial Owner, directly or indirectly, of securities of the Company representing thirty-ﬁve percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or 116/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 1/14(iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than ﬁfty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A of the Code and the payment or settlement of the Award will accelerate upon a Change of Control, no event set forth herein will constitute a Change of Control for purposes of the Plan or any Award Document unless such event also constitutes a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the Company’s assets” as deﬁned under Section 409A of the Code. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations promulgated thereunder. “Committee” means the Compensation Committee of the Board, any successor committee thereto or any other committee appointed from time to time by the Board to administer the Plan. It is intended that the power, authority and composition of the Committee shall meet the requirements of Section 162(m) of the Code, Section 16(b) of the Exchange Act and the applicable rules of the NASDAQ; provided, however, that, if any Committee member is found not to have met the requirements of Section 162(m) of the Code or Section 16(b) of the Exchange Act, any actions taken or Awards granted by the Committee shall not be invalidated by reason of such failure. “Common Stock” means the common stock of the Company, par value $0.01 per share, or such other class of shares or other securities as may be applicable under Section 14. “Company” means Photronics, Inc., a Connecticut corporation, or any successor (other than a successor in a Change of Control) to all or substantially all of the Company’s business that adopts the Plan. “EBITDA” means earnings before interest, taxes, depreciation and amortization. “Effective Date” means the date on which the Plan is adopted by the Board and approved by the stockholders. “Eligible Individuals” means the individuals described in Section 5 (a) who are eligible for Awards under the Plan. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Fair Market Value” means, with respect to a share of Common Stock, the fair market value on the date of grant or valuation of such Award as determined by the Administrator; provided, however, that with respect to an incentive stock option issued to a 10% or more stockholder, Fair Market Value means 110% of such fair market value or such other lower percentage as may be permitted by the Code and regulations promulgated thereunder. “Incentive Stock Option” means an Option that is intended to comply with the requirements of Section 422 of the Code or any successor provision thereto. “NASDAQ” means the NASDAQ Stock Market, Inc. “Non-Employee Director” means any member of the Board who is not an ofﬁcer or employee of the Company or any Subsidiary. “Nonqualiﬁed Stock Option” means an Option that is not intended to comply with the requirements of Section 422 of the Code or any successor provision thereto. 216/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 2/14“Option” means an Incentive Stock Option or Nonqualiﬁed Stock Option granted pursuant to Section 8 of the Plan. “Other Award” means any form of Award other than an Incentive Stock Option, Non-Qualiﬁed Stock Option, Stock Grant, Stock- Based Award, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Performance Unit or Performance Stock, as the Administrator may establish and grant pursuant to Section 12. “Participant” means an Eligible Individual who has been granted an Award under the Plan. “Performance Period” means the period established by the Administrator and set forth in the applicable Award Document over which Performance Targets are measured. “Performance Stock” means an Award granted pursuant to Section 11(a), representing the unfunded and unsecured right to receive Shares contingent upon the achievement of one or more Performance Targets, in accordance with this Plan and the applicable Award Document. “Performance Target” means the performance measures established by the Administrator, from among the performance criteria provided in Section 7 (g), and set forth in the applicable Award Document. “Performance Unit” means an Award granted pursuant to Section 11(b), representing the unfunded and unsecured right to receive one or more units, denominated in Shares or cash or a combination thereof, contingent upon the achievement of one or more Performance Target, in accordance with this Plan and the applicable Award Document. “Permitted Transferees” means (i) a Participant’s family member, (ii) one or more trusts established in whole or in part for the beneﬁt of one or more of such family members, (iii) one or more entities which are beneﬁcially owned in whole or in part by one or more such family members, or (iv) a charitable or not-for-proﬁt organization. “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof, or a “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act. “Plan” means this 2016 Equity Incentive Compensation Plan, as amended or restated from time to time. “Plan Limit” means the maximum aggregate number of Shares that may be issued for all purposes under the Plan as set forth in Section 6 (a). “Prior Plan” means any of the 1996 Stock Option Plan, the 1998 Stock Option Plan, the 2000 Stock Plan and the 2007 Long Term Equity Incentive Plan, in each case, as amended from time to time. “Restricted Stock” means one or more Shares granted pursuant to Section 9 (a). “Restricted Stock Unit” means a right to receive one or more Shares (or cash, if applicable) in the future granted pursuant to Section 9 (b). “Shares” means shares of Common Stock. “Stock Appreciation Right” means a right to receive all or some portion of the appreciation on Shares granted pursuant to Section 10. “Subsidiary” means (i) a corporation or other entity with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of its board of directors or analogous governing body or (ii) any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest and which the Administrator designates as a Subsidiary for purposes of the Plan. For purposes of determining eligibility for the grant of Incentive Stock Options under the Plan, the term “Subsidiary” shall be deﬁned in the manner required by Section 424(f) of the Code. “Substitute Award” means any Award granted upon assumption of, or in substitution or exchange for, outstanding employee equity awards previously granted by a corporation or other entity acquired by the Company or with which the Company combines pursuant to the terms of an equity compensation plan that was approved by the stockholders of such company or other entity 316/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 3/14(b) Rules of Construction. The masculine pronoun shall be deemed to include the feminine pronoun, and the singular form of a word shall be deemed to include the plural form, unless the context requires otherwise. Unless the text indicates otherwise, references to Sections are to sections of the Plan. 3. ADMINISTRATION. (a) Administrator. The Administrator is authorized to: (i) administer and interpret the provisions of the Plan and adopt, prescribe, amend, waive and rescind administrative regulations, rules and procedures relating to the Plan; (ii) select the Participants from the Eligible Individuals; (iii) grant Awards in accordance with the Plan and determine the number of Shares subject to each Award or the cash amount payable in connection with each Award; (iv) determine the terms and conditions of each Award, including, without limitation, those related to term, exercise, vesting, cancellation, payment, settlement, exercisability, performance, termination of employment and, subject to Section 7 (d), a Change of Control; (v) subject to Sections 17 and 19 (e), amend the terms and conditions of an Award after the granting thereof; (vi) specify and approve the forms terms and conditions of Award Documents; (vii) interpret the provisions of any Award Document; (viii) make factual determinations in connection with the administration or interpretation of the Plan; (ix) employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and rely upon any advice, opinion or computation received therefrom; (x) vary the terms of Awards to take account of tax and securities law and other regulatory requirements or procure favorable tax treatment for Participants; (xi) correct any defects, supply any omission or reconcile any inconsistency in any Award Document or the Plan; (xii) make all other determinations and take all other actions that it deems desirable or necessary to interpret or implement properly the Plan or any Award; and (xiii) adopt any sub-plans as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Subsidiary or Participants or to otherwise facilitate the administration of the Plan. (b) Determinations of Administrator Final and Binding. All determinations by the Administrator shall be made in the Administrator’s sole discretion and shall be ﬁnal, binding and conclusive for all purposes and upon all Persons. (c) Delegation of Authority. To the extent not prohibited by applicable laws, rules and regulations, the Administrator may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees thereof or other persons or groups of persons as it deems necessary or desirable under such conditions or limitations as it may set at the time of such delegation or thereafter; provided, however, that the Administrator may not delegate its authority (i) to make Awards to employees (A) who are subject on the date of the Award to the reporting rules under Section 16(a) of the Exchange Act, (B) whose compensation for such ﬁscal year may be subject to the limit on deductible compensation pursuant to Section 162(m) of the Code or (C) who are ofﬁcers of the Company who are delegated authority by the Administrator hereunder, or (ii) pursuant to Section 17. For purposes of the Plan, reference to the Administrator shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Administrator delegates authority pursuant to this Section 3(d). 416/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 4/14(d) Liability of Administrator. Subject to applicable laws, rules and regulations: (i) the Administrator and its delegatees shall not be liable for any action or determination made in good faith; and (ii) the Administrator and its delegates shall be entitled to indemniﬁcation and advancement of expenses to the fullest extent provided by law. In the performance of its responsibilities with respect to the Plan, the Administrator shall be entitled to rely upon information and advice furnished by the Company’s ofﬁcers or employees, the Company’s accountants, the Company’s counsel and any other Person that the Administrator or its delegates deems necessary, and the Administrator or its delegatees shall not be liable for any action taken or not taken in reliance upon any such information and advice. (e) Action by the Board. Anything in the Plan to the contrary notwithstanding, subject to applicable laws, rules and regulations, any authority or responsibility that, under the terms of the Plan, may be exercised by the Administrator may alternatively be exercised by the Board. 4. CLAWBACK. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Agreement as the Board determines necessary or appropriate. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company. 5. ELIGIBILITY. (a) Eligible Individuals. Awards may be granted to ofﬁcers, employees, directors, consultants, advisors and independent contractors of the Company or any of its Subsidiaries; provided, however, that only employees of the Company or a Subsidiary within the meaning of Section 422 of the Code may be granted Incentive Stock Options. The Administrator shall have the authority to select the persons to whom Awards may be granted and to determine the type, number and terms of Awards to be granted to each such Participant. Under the Plan, references to “employment” or “employed” include the engagement or retention of Participants who are consultants, advisors and independent contractors and the service of Participants who are directors, except for purposes of determining eligibility to be granted Incentive Stock Options. (b) Grants to Participants. The Administrator shall have no obligation to grant any Eligible Individual an Award or to designate an Eligible Individual as a Participant for any reason, including without limitation the fact that such Eligible Individual received a prior Award or was previously designated as a Participant. The Administrator may grant more than one Award to a Participant and may designate an Eligible Individual as a Participant for overlapping periods of time. (c) Future Remuneration. The grant of an Award shall not obligate the Company or any Subsidiary of the Company to pay a Participant any particular amount of remuneration, to continue the employment of the Participant after the grant or to make further grants to the Participant at any time thereafter. 6. SHARES SUBJECT TO THE PLAN. (a) Plan Limit. Subject to adjustment in accordance with Section 14, the maximum aggregate number of Shares that may be issued for all purposes under the Plan shall be ﬁve million (5,000,000). Shares to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by the Company (in the open-market or in private transactions) and that are being held in treasury, or a combination thereof. All of the Shares subject to the Plan Limit may be issued pursuant to Incentive Stock Options. 516/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 5/14(b) Rules Applicable to Determining Shares Available for Awards. The number of Shares available for Awards at any time will be reduced by the number of Shares subject to the outstanding Awards and, by the number of Shares actually delivered prior thereto upon settlement or payment of Awards. For purposes of determining the number of Shares actually so delivered, (i) the number of Shares that are tendered by a Participant or withheld by the Company to pay the exercise price of an Award or to satisfy the Participant’s tax withholding obligations in connection with the exercise or settlement of an Award and (ii) all of the Shares covered by a stock-settled Stock Appreciation Right to the extent exercised, will be deemed to have been actually delivered. Shares Awards that are forfeited or cancelled or otherwise expire for any reason without having been exercised or settled or that are settled through issuance of consideration other than Shares (including, without limitation, cash) shall again be available for the grant of Awards; provided, however, that this provision shall not be applicable with respect to (i) the cancellation of a Stock Appreciation Right granted in tandem with an Option upon the exercise of the Option or (ii) the cancellation of an Option granted in tandem with a Stock Appreciation Right upon the exercise of the Stock Appreciation Right. (c) Special Limits. Anything to the contrary in Section 6 (a) notwithstanding, but subject to adjustment under Section 14, the following special limits shall apply to Shares available for Awards: (i) the maximum number of Shares that may be issued pursuant to awards of Restricted Stock, Restricted Stock Units, Performance Stock, Performance Units and Other Awards that are payable in Shares granted under the Plan shall be ﬁve million (5,000,000) shares in the aggregate; and (ii) subject to the other limitations set forth herein, the maximum amount of Awards that may be awarded to any Participant in any ﬁscal year is 15% of the Shares measured as of the Effective Date provided however, that no Non-Employee Director may receive one or more Awards in any ﬁscal year in excess of 30,000 Shares. (d) Substitute Awards. Any Shares underlying Substitute Awards shall not be counted against the number of Shares issuable hereunder and shall not be subject to Section 6 (c). (e) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Award will comply with applicable laws, rules and regulations as determined by counsel for the Company. 7. AWARDS IN GENERAL. (a) Types of Awards. Incentive Stock Options, Non-Qualiﬁed Stock Options, Stock Grants, Stock-Based Awards, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Stock and other stock or cash awards may be granted as the Administrator may determine. Any Award described in Sections 8 through 12 may be granted singly or in combination or tandem with any other Award, as the Administrator may determine. Awards under the Plan may be made in combination with, in replacement of, or as alternatives to awards or rights under any other compensation or beneﬁt plan of the Company or its Subsidiaries, including the plan of any acquired entity. (b) Terms Set Forth in Award Document. The terms and conditions of each Award shall be set forth in an Award Document in a form and with terms and conditions approved by the Administrator, which Award Document shall contain terms and conditions not inconsistent with the Plan. Notwithstanding the foregoing, and subject to applicable laws, rules and regulations, the Administrator may accelerate (i) the vesting or payment of any Award, (ii) the lapse of restrictions on any Award or (iii) the date on which any Award ﬁrst becomes exercisable. The terms of Awards may vary among Participants, and the Plan does not impose upon the Administrator any requirement to make Awards subject to uniform terms. (c) Termination of Employment. The Administrator shall specify at or after the time of grant of an Award the provisions governing the disposition of an Award in the event of a Participant’s termination of employment with the Company or any of its Subsidiaries. Subject to applicable laws, rules and regulations, in connection with a Participant’s termination of employment, the Administrator shall have the discretion to accelerate the vesting, exercisability or settlement of, eliminate the restrictions and conditions applicable to, or extend the post-termination exercise period of an outstanding Award. Such provisions may be speciﬁed in the applicable Award Document or determined at a subsequent time. 616/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 6/14(d) Change of Control. (i) The Administrator shall have full authority to determine the effect, if any, of a Change of Control (or similar events, as determined by the Administrator) on the vesting, exercisability, settlement, payment, lapse of restrictions or other terms and conditions applicable to an Award, which effect may be speciﬁed in the applicable Award Document or determined at a subsequent time. Subject to applicable laws, rules and regulations, the Administrator may, at any time prior to, coincident with or after the effective time of a Change of Control, take such actions as it may consider necessary or desirable, including, without limitation: (A) providing for the acceleration of any vesting conditions relating to the exercise or settlement of an Award or that an Award shall terminate or expire unless exercised or settled in full on or before a date ﬁxed by the Administrator; (B) making such adjustments to an Awards to reﬂect such Change of Control; (C) causing Awards to be assumed, or new rights to be substituted therefor, by the surviving corporation or other entity in such Change of Control; or (D) permitting or requiring Participants to surrender outstanding Options and Stock Appreciation Rights in exchange for a cash payment, if any, equal to the difference between the highest price paid for a Share in the Change of Control and the exercise or settlement price of such Award. In addition, except as otherwise speciﬁed in an Award Document (or a Participant’s written employment agreement with the Company or any Subsidiary): (1) any and all Options and Stock Appreciation Rights outstanding as of the effective time of the Change of Control shall become immediately exercisable, and shall remain exercisable until the earlier of the expiration of their initial term or the second (2nd) anniversary of the Participant’s termination of employment with the Company; (2) any restrictions imposed on Restricted Stock and Restricted Stock Units outstanding as of the effective time of the Change of Control shall lapse; (3) the Performance Targets with respect to all Performance Units, Performance Stock and other performance-based Awards granted pursuant to Section 7 (g) or 11 outstanding as of the effective time of the Change of Control shall be deemed to have been attained at the speciﬁed target level of performance; and (4) the vesting of all Awards denominated in Shares outstanding as of the effective time of the Change in Control shall be accelerated. (ii) Notwithstanding any other provision of the Plan or any Award Document, the provisions of this Section 7 (d) may not be terminated, amended, or modiﬁed upon or after a Change of Control in a manner that would adversely affect a Participant’s rights with respect to an outstanding Award without the prior written consent of the Participant. Subject to Section 17, the Board, upon recommendation of the Administrator, may terminate, amend or modify this Section 7 (d) at any time and from time to time prior to a Change of Control. (e) Dividends and Dividend Equivalents. The Administrator may provide Participants with the right to receive dividends or payments equivalent to dividends with respect to an outstanding Award, which payments can either be paid currently or deferred or be deemed to have been reinvested in Shares, and can be made in Shares, cash or a combination thereof, as the Administrator shall determine; provided, however, that the terms of any reinvestment of dividends must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A of the Code. Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to Options or Stock Appreciation Rights. (f) Rights of a Stockholder. A Participant shall have no rights as a stockholder with respect to Shares covered by an Award (including voting rights) until the date the Participant or his nominee becomes the holder of record of such Shares. No adjustment shall be made for dividends or disbursements for which the record date is prior to such date, except as provided in Section 14. 716/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 7/14(g) Performance-Based Awards. (i) The Administrator may determine whether any Award under the Plan is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Awards designated to be “performance-based compensation” shall be conditioned on the achievement of one or more Performance Targets to the extent required by Section 162(m) of the Code and will be subject to all other conditions and requirements of Section 162(m). The Performance Targets will be comprised of speciﬁed levels of one or more of the following performance criteria as the Administrator deems appropriate: net income; cash ﬂow or cash ﬂow on investment; pre-tax or post-tax proﬁt levels or earnings; operating earnings; return on investment; earned value added expense reduction levels; free cash ﬂow; free cash ﬂow per share; earnings per share; net earnings per share; return on assets; return on net assets; return on equity; return on capital; return on sales; growth in managed assets; operating margin; total stockholder return or stock price appreciation; EBITDA; adjusted EBITDA; revenue; revenue before deferral, in each case determined in accordance with generally accepted accounting principles or in accordance with non-GAAP accounting historically used by the Company (subject to modiﬁcations approved by the Administrator) consistently applied on a business unit, divisional, subsidiary or consolidated basis or any combination thereof. The Performance Targets may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, division, department, region, function or business unit and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, division, department, region, function or business unit) or measured relative to selected peer companies or a market index. In addition, for Awards not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Administrator may establish Performance Targets based on other criteria as it deems appropriate. (ii) The Participants will be designated, and the applicable Performance Targets will be established, by the Administrator within ninety (90) days following the Administrator of the applicable Performance Period (or such earlier or later date permitted or required by Section 162(m) of the Code). Any payment of an Award granted with Performance Targets shall be conditioned on the written certiﬁcation of the Administrator in each case that the Performance Targets and any other material conditions were satisﬁed. The Administrator retains the right to reduce any Award notwithstanding the attainment of the Performance Targets. (h) Deferrals. In accordance with the procedures authorized by, and subject to the approval of, the Administrator, Participants may be given the opportunity to defer the payment or settlement of an Award to one or more dates selected by the Participant; provided, however, that the terms of any deferrals must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A of the Code. No deferral opportunity shall exist with respect to an Award unless explicitly permitted by the Administrator on or after the time of grant. (i) Repricing of Options and Stock Appreciation Rights. Notwithstanding anything in the Plan to the contrary, an Option or Stock Appreciation Right shall not be granted in substitution for a previously granted Option or Stock Appreciation Right being canceled or surrendered as a condition of receiving a new Award, if the new Award would have a lower exercise price than the Award it replaces, nor shall the exercise price of an Option or Stock Appreciation Right be reduced once the Option or Stock Appreciation Right is granted. The foregoing shall not (i) prevent adjustments pursuant to Section 14 or (ii) apply to grants of Substitute Awards. 8. TERMS AND CONDITIONS OF OPTIONS. (a) General. The Administrator, in its discretion, may grant Options to Eligible Individuals and shall determine whether such Options shall be Incentive Stock Options or Nonqualiﬁed Stock Options. Each Option shall be evidenced by an Award Document that shall expressly identify the Option as an Incentive Stock Option or Nonqualiﬁed Stock Option, and be in such form and contain such provisions as the Administrator shall from time to time deem appropriate. (b) Exercise Price. The exercise price of an Option shall be ﬁxed by the Administrator at the time of grant or shall be determined by a method speciﬁed by the Administrator at the time of grant. In no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however that the exercise price of a Substitute Award granted as an Option shall be determined so as to avoid excise or other taxes under Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. 816/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 8/14(c) Term. An Option shall be effective for such term as shall be determined by the Administrator and as set forth in the Award Document relating to such Option, and the Administrator may extend the term of an Option after the time of grant; provided, however, that the term of an Option may in no event extend beyond the tenth (10th) anniversary of the date of grant of such Option. (d) Exercise; Payment of Exercise Price. Options shall be exercised by delivery of a notice of exercise in a form approved by the Company. Subject to the provisions of the applicable Award Document, the exercise price of an Option may be paid (i) in cash or cash equivalents, (ii) by actual delivery or attestation to ownership of freely transferable Shares already owned by the person exercising the Option, (iii) by a combination of cash and Shares equal in value to the exercise price, (iv) through net share settlement or similar procedure involving the withholding of Shares subject to the Option with a value equal to the exercise price or (v) by such other means as the Administrator may authorize. In accordance with the rules and procedures authorized by the Administrator for this purpose, the Option may also be exercised through a “cashless exercise” procedure authorized by the Administrator from time to time that permits Participants to exercise Options by delivering irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price and the amount of any required tax or other withholding obligations or such other procedures determined by the Company from time to time. (e) Incentive Stock Options. The exercise price per Share of an Incentive Stock Option shall be ﬁxed by the Administrator at the time of grant or shall be determined by a method speciﬁed by the Administrator at the time of grant, but in no event shall the exercise price of an Incentive Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. No Incentive Stock Option may be issued pursuant to the Plan to any individual who, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, unless (i) the exercise price determined as of the date of grant is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant of the Shares subject to such Incentive Stock Option and (ii) the Incentive Stock Option is not exercisable more than ﬁve (5) years from the date of grant thereof. No Participant shall be granted any Incentive Stock Option which would result in such Participant receiving a grant of Incentive Stock Options that would have an aggregate Fair Market Value in excess of one hundred thousand dollars ($100,000), determined as of the time of grant, that would be exercisable for the ﬁrst time by such Participant during any calendar year. No Incentive Stock Option may be granted under the Plan after the tenth anniversary of the Effective Date. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, as amended from time to time. 9. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. (a) Restricted Stock. The Administrator, in its discretion, may grant or sell Restricted Stock to Eligible Individuals. An Award of Restricted Stock shall consist of one or more Shares granted or sold to an Eligible Individual, and shall be subject to the terms, conditions and restrictions set forth in the Plan and established by the Administrator in connection with the Award and speciﬁed in the applicable Award Document. Restricted Stock may, among other things, be subject to restrictions on transferability, vesting requirements or other speciﬁed circumstances under which it may be canceled. (b) Restricted Stock Units. The Administrator, in its discretion, may grant Restricted Stock Units to Eligible Individuals. A Restricted Stock Unit shall entitle a Participant to receive, subject to the terms, conditions and restrictions set forth in the Plan and the applicable Award Document, one or more Shares. Restricted Stock Units may, among other things, be subject to restrictions on , vesting requirements or other speciﬁed circumstances under which they may be canceled. If and when the cancellation provisions lapse, the Restricted Stock Units shall become Shares owned by the applicable Participant or, at the sole discretion of the Administrator, cash, or a combination of cash and Shares, with a value equal to the Fair Market Value of the Shares at the time of payment. 916/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 9/1410. STOCK APPRECIATION RIGHTS. (a) General. The Administrator, in its discretion, may grant Stock Appreciation Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to payment speciﬁed in the applicable Award Document, an amount equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right speciﬁed in the applicable Award Document. The grant price per share of Shares covered by a Stock Appreciation Right shall be ﬁxed by the Administrator at the time of grant or, alternatively, shall be determined by a method speciﬁed by the Administrator at the time of grant, but in no event shall the grant price of a Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the grant price of a Substitute Award granted as a Stock Appreciation Rights shall be determined so as to not result in excise or other taxes under Section 409A of the Code and may be less than one hundred percent (100%) of the Fair Market Value. Payments to a Participant upon exercise of a Stock Appreciation Right may be made in cash or Shares, having an aggregate Fair Market Value as of the date of exercise equal to the excess, if any, of the Fair Market Value on the exercise date of the number of Shares for which the Stock Appreciation Right is exercised over the grant price for such Stock Appreciation Right. The term of a Stock Appreciation Right settled in Shares shall not exceed seven (7) years. (b) Stock Appreciation Rights in Tandem with Options. A Stock Appreciation Right granted in tandem with an Option may be granted either at the same time as such Option or subsequent thereto. If granted in tandem with an Option, a Stock Appreciation Right shall cover the same number of Shares as covered by the Option (or such lesser number of Shares as the Administrator may determine) and shall be exercisable only at such time or times and to the extent the related Option shall be exercisable, and shall have the same term as the related Option. The grant price of a Stock Appreciation Right granted in tandem with an Option shall equal the per-share exercise price of the Option to which it relates. Upon exercise of a Stock Appreciation Right granted in tandem with an Option, the related Option shall be canceled automatically to the extent of the number of Shares covered by such exercise; conversely, if the related Option is exercised as to some or all of the Shares covered by the tandem grant, the tandem Stock Appreciation Right shall be canceled automatically to the extent of the number of Shares covered by the Option exercise. 11. TERMS AND CONDITIONS OF PERFORMANCE STOCK AND PERFORMANCE UNITS. (a) Performance Stock. The Administrator may grant Performance Stock to Eligible Individuals. An Award of Performance Stock shall consist of such number of Shares determined by the Administrator and granted to an Eligible Individual based on the achievement of Performance Targets over the applicable Performance Period, and shall be subject to the terms, conditions and restrictions set forth in the Plan and established by the Administrator in connection with the Award and speciﬁed in the applicable Award Document. (b) Performance Units. The Administrator, in its discretion, may grant Performance Units to Eligible Individuals. A Performance Unit shall entitle a Participant to receive, subject to the terms, conditions and restrictions set forth in the Plan and established by the Administrator in connection with the Award and speciﬁed in the applicable Award Document, such number of Shares or cash determined by the Administrator and based upon the achievement of Performance Targets over the applicable Performance Period. At the sole discretion of the Administrator, Performance Units shall be settled through the delivery of Shares or cash, or a combination of cash and Shares, with a value equal to the Fair Market Value of the underlying Shares as of the last day of the applicable Performance Period. 12. OTHER AWARDS. The Administrator shall have the authority to specify the terms and provisions of cash, stock or other equity-based or equity-related awards not described above that the Administrator determines to be consistent with the purpose of the Plan and the interests of the Company. 1016/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 10/1413. CERTAIN RESTRICTIONS. (a) Transfers. No Award shall be transferable other than pursuant to a beneﬁciary designation under Section 13 (c), by last will and testament or by the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order, as the case may be; provided, however, that the Administrator may, subject to applicable laws, rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award, other than an Incentive Stock Option, for no consideration to a Permitted Transferee of the relevant participant. Any Award transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the relevant Participant. (b) Award Exercisable Only by Participant. During the lifetime of a Participant, an Award shall be exercisable only by the Participant or by a Permitted Transferee to whom such Award has been transferred in accordance with Section 13 (a). The grant of an Award shall impose no obligation on a Participant to exercise or settle the Award. (c) Beneﬁciary Designation. The beneﬁciary or beneﬁciaries of the Participant to whom any beneﬁt under the Plan is to be paid in case of his death before he receives any or all of such beneﬁt shall be determined under the Company’s Group Life Insurance Plan. A Participant may, from time to time, name any beneﬁciary or beneﬁciaries to receive any beneﬁt in case of his death before he receives any or all of such beneﬁt. Each such designation shall revoke all prior designations by the same Participant, including the beneﬁciary designated under the Company’s Group Life Insurance Plan, and will be effective only when ﬁled by the Participant in writing (in such form or manner as may be prescribed by the Administrator) with the Company during the Participant’s lifetime. In the absence of a valid designation under the Company’s Group Life Insurance Plan or otherwise, if no validly designated beneﬁciary survives the Participant or if each surviving validly designated beneﬁciary is legally impaired or prohibited from receiving the beneﬁts under an Award, the Participant’s beneﬁciary shall be the Participant’s estate. 14. RECAPITALIZATION OR REORGANIZATION. (a) Authority of the Company and Stockholders. Neither the Plan nor any Award Documents or Awards shall affect or restrict in any way the right or power of the Company or the stockholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. (b) Change in Capitalization. The number and kind of Shares authorized for issuance under Section 6, including the maximum number of Shares available under the special limits provided for in Section 6 (c), may be equitably adjusted in the sole discretion of the Administrator in the event of a stock split, reverse stock split, stock dividend, recapitalization, reorganization, partial or complete liquidation, reclassiﬁcation, merger, consolidation, separation, extraordinary cash dividend, split-up, spin-off, combination, exchange of Shares, warrants or rights offering to purchase Shares at a price substantially below Fair Market Value, or any other corporate event or distribution of stock or property of the Company affecting the Shares in order to preserve, but not increase, the beneﬁts or potential beneﬁts intended to be made available under the Plan. In addition, upon the occurrence of any of the foregoing events, the number and kind of Shares subject to any outstanding Award and the exercise or settlement price, under any outstanding Award may be equitably adjusted (including by payment of cash to a Participant) in the sole discretion of the Administrator in order to preserve the beneﬁts or potential beneﬁts intended to be made available to Participants. 1116/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 11/1415. TERM OF THE PLAN. Unless earlier terminated pursuant to Section 17, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date, except with respect to Awards then outstanding. No Awards may be granted under the Plan after the tenth (10th) anniversary of the Effective Date. 16. EFFECTIVE DATE. The Plan shall become effective on the date on which it is approved by the stockholders. 17. AMENDMENT AND TERMINATION. Subject to applicable laws, rules and regulations, the Board may at any time terminate or, from time to time, amend, modify or suspend the Plan; provided, however, that no termination, amendment, modiﬁcation or suspension (i) will be effective without the approval of the stockholders of the Company if such approval is required under applicable laws, rules and regulations, including the rules of NASDAQ and (ii) shall materially and adversely alter or impair the rights of a Participant in any Award previously made under the Plan without the consent of the holder thereof. Notwithstanding the foregoing, the Board shall have broad authority to amend the Plan or any Award without the consent of a Participant to the extent it deems necessary or desirable (a) to comply with, take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (b) to take into account unusual or nonrecurring events or market conditions (including, without limitation, the events described in Section 14 (b)), or (c) to take into account signiﬁcant acquisitions or dispositions of assets or other property by the Company or its Subsidiaries. 18. MISCELLANEOUS. (a) Tax Withholding. The Company or a Subsidiary, as appropriate, may require any individual entitled to receive a payment or settlement of an Award to remit to the Company, prior to payment or settlement, an amount sufﬁcient to satisfy any applicable tax withholding requirements. In the case of an Award payable in Shares, the Company or a Subsidiary, as appropriate, may permit a Participant to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by such individual or to deliver Shares then owned by the Participant, in accordance with all applicable laws and pursuant to such rules as the Administrator may establish from time to time. The Company or a Subsidiary, as appropriate, shall also have the right to deduct from all cash to be paid to a Participant (whether or not made in connection with an Award) any applicable taxes required to be withheld with respect to such payments, rules and regulations. (b) No Right to Awards or Employment. No person shall have any claim or right to receive Awards under the Plan. Neither the Plan, the grant of Awards nor any action taken or omitted to be taken under the Plan shall be deemed to create or confer on any Eligible Individual any right to be retained in the employ of the Company or any Subsidiary, or to interfere with or to limit in any way the right of the Company or any Subsidiary to terminate the employment of such Eligible Individual at any time. No Award shall constitute salary or other recurrent compensation. Payments received by a Participant under any Award made pursuant to the Plan shall not be included in, nor have any effect on, the determination of employment-related rights or beneﬁts under any other employee beneﬁt plan or similar arrangement provided by the Company and the Subsidiaries, unless otherwise speciﬁcally provided for under the terms of such plan or arrangement or by the Administrator. (c) Securities Law Restrictions. An Award may not be exercised or settled, and no Shares may be issued in connection with an Award, unless the issuance of such Shares (i) has been registered under the Securities Act of 1933, as amended, (ii) has been registered or qualiﬁed under applicable state “blue sky” laws (or the Company has determined that an exemption from registration and from qualiﬁcation under such state “blue sky” laws is available) and (iii) complies with all applicable foreign securities laws. The Administrator may require each Participant purchasing or acquiring Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that such Participant is acquiring the Shares for investment purposes and not with a view to the distribution thereof. All certiﬁcates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Administrator may deem advisable under rules and regulations and rules of any exchange upon which the Shares are then listed, and the Administrator may cause a legend or legends to be put on any such certiﬁcates to make appropriate reference to such restrictions. 1216/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 12/14(d) Section 162(m) of the Code. As to any Award that constitutes or may constitute “qualiﬁed performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan is intended to comply with the requirements of Section 162(m) of the Code to the extent necessary to result in deductibility of such compensation; provided, however, that, in the event the Administrator determines that compliance with Section 162(m) of the Code is not desired with respect to a particular Award, compliance with such requirements will not be required. If any provision of the Plan would cause Awards that are intended to constitute “qualiﬁed performance-based compensation” to fail to so qualify, that provision shall be severed from, and shall be deemed not to be a part of, the Plan, but the other provisions hereof shall remain in full force and effect. (e) Section 409A of the Code. As to any Award that constitutes or may constitute “deferred compensation” within the meaning of Section 409A of the Code, the Plan is intended to comply with the requirement of Section 409A of the Code to the extent necessary to avoid the imposition of any excise or other additional tax, accelerated taxation, interest or penalty on the compensation represented by such Award. If any provision of the Plan or an Award Document would cause an Award to be subject to additional tax, accelerated taxation, interest and/or penalties under Section 409A of the Code, such provision of the Plan or Award Document may be modiﬁed by the Administrator without consent of the Participant in any manner the Administrator deems desirable or necessary. In making such modiﬁcations the Administrator shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision. Any discretionary authority that the Administrator may have pursuant to the Plan shall not be applicable cause the plan not to comply with such requirements. (f) Awards to Individuals Subject to Laws of a Jurisdiction Outside of the United States. To the extent that Awards are granted to Participants who are domiciled or resident outside of the United States or to persons who are domiciled or resident in the United States but who are subject to the tax laws of a jurisdiction outside of the United States, the Administrator may adjust the terms of such Awards to such person to (i) comply with the laws, rules and regulations of such jurisdiction and to (ii) permit the grant of such Awards not to be a taxable event to the Participants. The authority granted under the previous sentence shall include the discretion for the Administrator to adopt, on behalf of the Company, one or more sub-plans applicable to separate classes of Eligible Individuals who are so domiciled or resident. (g) Satisfaction of Obligations. Subject to applicable laws, rules and regulations, the Company may apply any cash, Shares, securities or other consideration received upon exercise or settlement of an Award to any obligations a Participant owes to the Company and the Subsidiaries in connection with the Plan or otherwise, including, without limitation, any tax obligations in connection with the Plan or otherwise. (h) No Limitation on Corporate Actions. Nothing contained in the Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate action, whether or not such action would have an adverse effect on any Awards. No Participant, beneﬁciary or other person shall have any claim against the Company or any Subsidiary as a result of any such action. (i) Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the issuance of Shares, cash or other form of consideration in connection with an Award, nothing contained herein shall give any Participant any rights that are greater than those of a general unsecured creditor of the Company. The Administrator may, but is not obligated, to authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares, cash or other forms of consideration with respect to Awards hereunder. (j) Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect, merger, consolidation, sales of all or substantially all of the assets of the Company, or otherwise. (k) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to Awards will be used for general corporate purposes. (l) Award Document. In the event of any conﬂict or inconsistency between the Plan and any Award Document, the Plan shall govern and the Award Document shall be interpreted to minimize or eliminate any such conﬂict or inconsistency. 1316/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 13/14(m) Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. (n) Severability. If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan. (o) Expenses. The costs and expenses of administering the Plan shall be borne by the Company. (p) Arbitration. Any dispute, controversy or claim arising out of or relating to the Plan that cannot be resolved by the Participant, on the one hand, and the Company, on the other, shall be submitted to arbitration in the State of Connecticut under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however, that all disputes, controversies and claims by the Participant that are not properly submitted to such arbitration by the participant within one (1) year of the date of the events giving rise to such dispute, controversy or claim are waived, released and forfeited. The determination of the arbitrator shall be conclusive and binding on the Company and the Participant, and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The expenses of such arbitration shall be borne by the Company; provided, however, that each party shall bear its own legal expenses unless the Participant is the prevailing party, in which case the Company shall promptly pay or reimburse the Participant for the reasonable legal fees and expenses incurred by the Participant in connection with such arbitration (excluding any fees payable pursuant to a contingency fee arrangement). (q) Governing Law. Except as to matters of federal law, the Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Connecticut. (r) Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed ﬁrst class, postage prepaid, as follows: (i) If to the Company – at its principal business address to the attention the Secretary. (ii) If to any Participant – at the last address of the Participant known to the sender at the time the notice or other communication is sent. (iii) In either event, notice may also be delivered via email as long as the email account is one used in the regular course of business of the Participant or Company representative. 1416/04/2025, 06:26 mcc.law.stanford.edu/capi/ﬁle/1037543 https://mcc.law.stanford.edu/capi/ﬁle/1037543 14/14" }, { "role": "assistant", "content": "{\"clause_text\": \"Company may require you to work from another location with short notice.\", \"clause_type\": \"Work Location\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Unilateral change in work location may be deemed unfair.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 d421761dex101.htm EX-10.1 Exhibit 10.1 BCB COMMUNITY BANK EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN 1. Establishment of Plan. BCB Community Bank (the “Company”) adopted and established an unfunded deferred compensation plan for a select group of key management or highly compensated employees and directors of the Company and its Affiliates known as the BCB Community Bank Executive and Director Deferred Compensation Plan (the “Plan”) originally effective October 1, 2005. The Plan is hereby amended and restated in its entirety as set forth herein effective January 1, 2023 (the “Effective Date”). BCB Bancorp, Inc. is a party to this Plan for the sole purposes of guaranteeing the Company’s performance hereunder. 2. Purpose of Plan. The purpose of the Plan is to provide a select group of management or highly compensated employees and directors (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company and its Affiliates who contribute significantly to the future business success of the Company with supplemental retirement income benefits through the deferral of Base Salary and Bonus Compensation and through additional discretionary Company contributions. 3. Definitions. “Acceleration Events” is defined in Section 11.1 hereof. “Account” means a hypothetical bookkeeping account established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the Plan and includes any or all of the following: (a) an Elective Deferral Account; (b) a Matching Contribution Account; and (c) a Discretionary Contribution Account. “Affiliate” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Committee as an “Affiliate” for purposes of the Plan. “Base Salary” means the annual rate of base pay paid by the Company or an Affiliate to or for the benefit of the Participant for services rendered. “Beneficiary” means any person or entity, designated in accordance with Section 15.7, entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan. “Board” means the Board of Directors of the Company, as constituted from time to time. “Board Fees” shall mean the annual and periodic fees paid to the Participant for services rendered on the Board or any Board committee of the Company or the Bank. 116/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 1/23“Bonus Compensation” means any cash compensation earned by a Participant for services rendered by a Participant under any bonus or cash incentive plan maintained by the Company or an Affiliate. “Change in Control” means the occurrence of any of the following: (a) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (b) one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power; (c) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (d) one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s). Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code. “Claimant” has the meaning set forth in Section 17. “Code” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder. “Committee” means the Compensation Committee of the Board or, if no such committee exists, the Board. “Common Stock” means the common stock of BCB Bancorp, Inc., no par value per share. 216/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 2/23“Company” means BCB Community Bank, a New Jersey commercial bank, or any successor thereto. “Deferral Election” means an election by a Participant to defer Base Salary and/or Bonus Compensation or Board Fees. Deferral Elections shall remain in effect for subsequent Plan Years unless a new Deferral Election is timely filed with the Committee. “Determination Date” means the last Valuation Date of the month preceding the payment date. “Director” means a member of the Board or a member of the board of directors of an Affiliate. “Disabled or Disability” means that a Participant is: (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Affiliates; or (c) determined to be totally disabled by the Social Security Administration. “Discretionary Contribution” means the amount the Company contributes to the Plan on behalf of a Participant, pursuant to Section 6.2. “Discretionary Contribution Account” means a separate account maintained for each Participant to record the Discretionary Contributions made to the Plan pursuant to Section 6.2, plus all earnings and losses allocable thereto. “Distribution Date” means a date specified by a Participant in their Election Notice for the payment of all or a portion of such Participant’s Account. “Effective Date” means January 1, 2023. “Election Notice” means the notice or notices established from time to time by the Committee for making Deferral Elections under the Plan. The Election Notice includes the amount or percentage of Base Salary and/or Bonus Compensation or Board Fees to be deferred (subject to any minimum or maximum amounts set forth herein); the Distribution Date(s); the form of payment (lump sum or installments); and the selected Investment Options. Each Election Notice shall become irrevocable as of the last day of the Election Period. 316/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 3/23“Election Period” means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows: (a) General Rule. Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates. (b) Performance-Based Compensation. If any Bonus Compensation constitutes “performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for such amounts shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable). (c) Newly Eligible Individuals. The Election Period for newly Eligible Individuals shall end no later than thirty (30) days after the Employee or Director first becomes eligible to participate in the Plan and shall apply only with respect to compensation earned after the date of the Deferral Election. “Elective Deferrals” means Base Salary deferrals and Bonus Compensation deferrals and Board Fee deferrals. “Elective Deferral Account” means a separate account maintained for each Participant to record the Elective Deferrals made to the Plan pursuant to Section 5 and all earnings and losses allocable thereto. “Eligible Individual” means an Employee or Director who is selected by the Committee to participate in the Plan. Participation in the Plan is limited to a select group of the Company’s key management or highly compensated employees. “Employee” means an employee of the Company. “Entry Date” means, with respect to an Eligible Individual, the first day of the pay period commencing on or following the effective date of such Eligible Individual’s participation in the Plan. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “Fair Market Value” on any date shall mean the closing price of a share of Common Stock on such date as reported in the principal consolidated transaction reporting system on which the Common Stock is principally traded. 416/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 4/23“FICA Amount” has the meaning set forth in Section 11.1(c). “Investment Option” means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Accounts, including, but not limited to the Stock Unit Investment Account. “Matching Contribution” means the amount the Company contributes to the Plan on behalf of any Participant pursuant to Section 6.1. “Matching Contribution Account” means a separate account maintained for each Participant to record the Matching Contributions made to the Plan pursuant to Section 6.1, plus all earnings and losses allocable thereto. “Participant” means an Eligible Individual who elects to participate in the Plan by filing an Election Notice in accordance with Section 5.1 and any former Eligible Individual who continues to be entitled to a benefit under the Plan. “Payment Event” has the meaning set forth in Section 9.1. “Plan” means this BCB Community Bank Executive and Director Deferred Compensation Plan, as amended from time to time. “Plan Year” means the twelve consecutive month period which begins on January 1 and ends on the following December 31. “Separation from Service” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h) including the default presumptions thereunder. “Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i). “Specified Employee Payment Date” has the meaning set forth in Section 9.5. “State, Local and Foreign Tax Amount” has the meaning set forth in Section 11.1(f). “Stock Unit Investment Account” means that portion of the Account governed by Section 7.3(b) hereof. “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent; (b) a loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. 516/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 5/23“Valuation Date” means each business day of the Plan Year. “Year of Service” means each twelve (12) consecutive month period of a Participant’s continuous employment or service with the Company or an Affiliate. 4. Eligibility; Participation. 4.1. Requirements for Participation. Before the beginning of each Plan Year, the Committee shall select those Employees and Directors who shall be Eligible Individuals for such Plan Year. Any Eligible Individual may participate in the Plan commencing as of the Entry Date occurring on or after the date on which he or she becomes an Eligible Individual. 4.2. Election to Participate; Benefits of Participation. An Eligible Individual may become a Participant in the Plan by making a Deferral Election in accordance with Section 5. An Eligible Individual who elects to participate in the Plan by making a Deferral Election is eligible to receive Matching Contributions and Discretionary Contributions in accordance with Section 6. 4.3. Cessation of Participation. If a Participant ceases to be an Eligible Individual for a Plan Year, then the Participant’s Deferral Elections shall no longer be effective and the Participant shall not receive any further Matching Contributions or Discretionary Contributions. However, such Participant’s Account shall continue to be credited with earnings and losses until the applicable Determination Date. 5. Election Procedures. 5.1. Deferral Election. An Eligible Individual may elect to defer Base Salary and/or Bonus Compensation by completing an Election Notice and filing it with the Committee during the Election Period. The Election Notice must specify: (a) The amount or percentage of Base Salary and/or Bonus Compensation or Board Fees to be deferred (subject to any minimum and maximum amounts set forth herein); (b) The Distribution Date for the Participant’s Account (subject to the provisions of the Plan); (c) The form of payment for the Participant’s Account (lump sum or annual installments); and (d) The percentage or amount of the Participant’s Account to be allocated to each Investment Option available under the Plan, including, if applicable, an irrevocable election to have amounts allocated to the Stock Unit Investment Account. 616/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 6/235.2. Base Salary Deferrals. A Participant may elect to defer receipt of up to 85% of the Participant’s Base Salary for any Plan Year by making a Deferral Election in accordance with this Section 5. Base Salary deferrals shall be credited to a Participant’s Elective Deferral Account as of the date the Base Salary otherwise would have been paid. 5.3. Bonus Compensation Deferrals. A Participant may elect to defer receipt of up to 85% of the Participant’s Bonus Compensation for any Plan Year by making a Deferral Election in accordance with this Section 5. Bonus Deferrals shall be credited to the Participant’s Elective Deferral Account as of the date the deferred Bonus Compensation otherwise would have been paid. 6. Company Contributions. 6.1. Matching Contributions. Each Plan Year the Company may, but need not, make a Matching Contribution to the Plan on behalf of any Participant. The Matching Contribution may be expressed as a percentage of the Participant’s Base Salary deferral or Bonus Compensation deferral or Board fee deferral, as determined by the Company in its sole discretion. Any Matching Contribution shall be credited to the Participant’s Matching Contribution Account as soon as practicable following the last day of the Plan Year to which the Matching Contribution relates and in no event later than the March 15 immediately following the Plan Year. The Company is under no obligation to make a Matching Contribution for a Plan Year. Matching Contributions need not be uniform among Participants. 6.2. Discretionary Contributions. Each Plan Year the Company may, but need not, make a Discretionary Contribution to the Plan on behalf of a Participant in such amount as the Company shall determine in its sole discretion. Any Discretionary Contribution shall be credited to the Participant’s Discretionary Contribution Account as soon as practicable following the last day of the Plan Year to which the Discretionary Contribution relates and no later than the March 15 immediately following the Plan Year. The Company is under no obligation to make a Discretionary Contribution for a Plan Year. Discretionary Contributions need not be uniform among Participants. 7. Accounts and Investment Options. 7.1. Establishment of Accounts. The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes. 7.2. Investment Options. The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Accounts under the Plan, which may (but is not required to) include the Stock Unit Investment Account. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant must select the Investment Options for their Account in the Participant’s Election Notice and may make changes to their selections in accordance with procedures established by the Committee, provided, however, that an election to have amounts allocated to the Stock Unit Investment Account is irrevocable. 716/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 7/237.3. Investment Earnings. (a) Other than with respect to amounts allocated to the Stock Unit Investment Account, each Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined as of the applicable Determination Date. (b) For amounts credited to the Stock Unit Investment Account, such amounts shall be deemed invested in a number of notional shares of Common Stock (the “Units”) equal to the quotient of (A) such amounts divided by (B) the Fair Market Value on either the date the amounts then being allocated to the Stock Unit Investment Account would otherwise have been paid or such other date, not later than ninety (90) days thereafter, as may be specified for deemed investment by the Company (this provision permitting the Company to establish a quarterly investment date, for convenient and economical administration of the Plan). Fractional Units shall be credited, but shall be rounded to the nearest hundredth percentile, with amounts equal to or greater than .005 rounded up and amounts less than .005 rounded down. Whenever a dividend other than a dividend payable in the form of shares is declared with respect to the shares, the number of Units in the Participant’s Stock Unit Investment Account shall be increased by the number of Units determined by dividing (A) the product of (I) the number of Units in the Participant’s Stock Unit Investment Account on the related dividend record date and (II) the amount of any cash dividend declared by BCB Bancorp, Inc. on a share of Common Stock (or, in the case of any dividend distributable in property other than Common Stock, the per share value of such dividend, as determined by the Company for purposes of income tax reporting) by (B) the Fair Market Value on the related dividend payment date. In the case of any dividend declared on Common Stock which is payable in shares of Common Stock, the Participant’s Stock Unit Investment Account shall be increased by the number of Units equal to the product of (A) the number of Units credited to the Participant’s Stock Unit Investment Account on the related dividend record date and (B) the number of shares (including any fraction thereof) distributable as a dividend on a share. In the event of any change in the number or kind of outstanding shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting such shares, other than a dividend of cash, stock or property as provided above, the Committee shall make an appropriate adjustment in the number of Units credited to the Participant’s Stock Unit Investment Account. 7.4. Nature of Accounts. Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option. A Participant’s Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind. 816/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 8/237.5. Statements. Each Participant shall be provided with statements setting out the amounts in their Account which shall be delivered at such intervals determined by the Committee. 8. Vesting. 8.1. Vesting of Base Salary Deferrals and Bonus Compensation Deferrals. Participants shall be fully vested at all times in their Base Salary deferrals and Bonus Compensation deferrals and any earnings thereon. 8.2. Vesting of Matching Contributions and Discretionary Contributions. Participants shall be vested in their Matching Contributions and their Discretionary Contributions and any earnings thereon in accordance with the following schedule: Years of Service Vested Percentage Less than 1 year 0% 1 year but less than 2 years 33 1/3% 2 years but less than 3 years 66 2/3% 3 years or more 100% Notwithstanding the vesting schedule set out above, the Committee may, in its discretion, establish a different vesting schedule that will apply to Matching Contributions and Discretionary Contributions made to the Plan on behalf of any Participant for any Plan Year. 8.3. Vesting of Accounts Upon a Change in Control. Notwithstanding any other provision of the Plan, in the event of a Change in Control, all Accounts shall immediately become 100% vested. 8.4. Termination for Willful, Deliberate or Gross Misconduct. In the event that the Company causes a Participant to Separate from Service by reason of (i) willful, deliberate, or gross misconduct as determined by the Board or a duly constituted committee thereof; or (ii) if following the Participant’s Separation from Service and, within a period of three years thereafter, the Participant engages in any business or enters into any employment which the Board or a duly constituted committee thereof determines to be either directly or indirectly competitive with the business of the Company or substantially injurious to the Company’s financial interest (the occurrence of an event described in (i) or (ii) shall be referred to as “Injurious Conduct”), all amounts attributable to the Matching Contribution Account or Discretionary Contribution Account shall be forfeited. Further, the Board or a duly constituted committee thereof, in its 916/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 9/23discretion, may require the Participant who has engaged in Injurious Conduct to return any amounts attributable to the Matching Contribution Account or Discretionary Contribution Account previously received by the Participant, provided the right to require repayment under this Section 8.4 must be exercised within ninety (90) days after the Board (or committee, as the case may be) first learns of the Injurious Conduct, but in no event later than twenty-four (24) months after the Participant’s Separation from Service. A Participant may request the Board or a duly constituted committee thereof, in writing, to determine whether any proposed business or employment activity would constitute Injurious Conduct. Such a request shall fully describe the proposed activity and the Board’s (or the committee’s, as the case may be) determination shall be limited to the specific activity so described. 9. Payment of Participant Accounts. 9.1. In General. Payment of a Participant’s vested Account shall be made (or commence, in the case of installments) on the earliest to occur of the following events (each a “Payment Event”): (a) The Distribution Date specified in the Participant’s Deferral Election; provided that, the Participant must select from among the available Distribution Date(s) designated by the Committee and set forth in the Election Notice; (b) The Participant’s Separation from Service; (c) The Participant’s death; (d) The Participant’s Disability; and (e) The occurrence of a Change in Control. 9.2. Timing of Valuation. The value of a Participant’s Account on the payment date shall be determined as of the applicable Determination Date. 9.3. Forfeiture of Unvested Account Balances. Unless otherwise determined by the Committee, and subject to Section 8.3, a Participant’s unvested Account balance shall be forfeited upon the occurrence of a Payment Event. 9.4. Timing of Payments. Except as otherwise provided in this Section 9, payments shall be made or commence within 90 days following a Payment Event. 9.5. Timing of Payments to Specified Employees. Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of their Separation from Service, then no distribution of such Participant’s Account shall be made upon the Participant’s Separation from Service until the first payroll date of the seventh month following 1016/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 10/23the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the “Specified Employee Payment Date”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date. 9.6. Form of Payment. Each Participant shall specify in their Election Notice the form of payment (lump sum or installments) for amounts in their Account that are covered by the election; provided that, if the Participant elects to have amounts paid in installments, the Participant must select from among the permissible installment schedules selected by the Committee and set forth in the Election Notice. In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum. 9.7. Medium of Payment. (a) Any payment from a Participant’s Account other than with respect to amounts credited to the Stock Unit Investment Account shall be made in cash. (b) Any payment from a Participant’s Account with respect to amounts credited to the Stock Unit Investment Account shall be made in shares of Common Stock. 10. Payments Due to Unforeseeable Emergency. 10.1. Request for Payment. If a Participant suffers an Unforeseeable Emergency, they may submit a written request to the Committee for payment of their vested Account. 10.2. No Payment If Other Relief Available. The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 10 to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s assets would not itself cause severe financial hardship; or (c) by the cessation of deferrals under the Plan. 10.3. Limitation on Payment Amount. The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee. 10.4. Timing of Payment. Payments shall be made from a Participant’s Account as soon as practicable and in any event within 30 days following the Committee’s determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account. 1116/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 11/2310.5. Cessation of Deferrals. If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Deferrals for the remainder of the Plan Year. 11. Acceleration Events. 11.1. Permissible Acceleration Events. Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s vested Account upon the occurrence of any of the events (“Acceleration Events”) set forth in this Section 11. The Committee’s determination of whether payment may be accelerated in accordance with this Section 11 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4). (a) Domestic Relations Orders. The Committee may accelerate payment of a Participant’s vested Account to the extent necessary to comply with a domestic relations order (as defined in Section 414(p)(1)(B) of the Code). (b) Limited Cashouts. The Committee may accelerate payment of a Participant’s vested Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment. (c) Payment of Employment Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “FICA Amount”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 11.1(c) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount. (d) Payment Upon Income Inclusion. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code. 1216/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 12/23(e) Termination of the Plan. The Committee may accelerate payment of all or a portion of a Participant’s vested Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). (f) Payment of State, Local or Foreign Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account for: (i) the payment of state, local or foreign tax obligations arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the “State, Local and Foreign Tax Amount”); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or (ii) the payment of income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount. (g) Certain Offsets. The Committee may accelerate payment of all or a portion of the Participant’s vested Account to satisfy a debt of the Participant to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant. (h) Bona Fide Disputes as to Right to Payment. The Committee may accelerate payment of all or a portion of a Participant’s vested Account where the payment is part of a settlement between the Company or an Affiliate and the Participant of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount. (i) Ethics or Conflicts of Interest. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to comply with bona fide foreign ethics or conflicts of interest law. (j) Federal Debt Collection Laws. The Committee may accelerate payment of all of a portion of a Participant’s vested Account to comply with federal debt collection laws. 12. Payments to Beneficiaries. Notwithstanding any other provision of the Plan, the Committee may accelerate the payment of all or a portion of a Participant’s vested Account in connection with the death, Disability or Unforeseeable Emergency of a Beneficiary who has become entitled to payment of a Participant’s Account under the Plan pursuant to Section 16.7 hereof. Payments made pursuant to this Section 12shall be subject to the same terms and conditions as payments made to Participants pursuant to Section 9 hereof. 1316/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 13/2313. Plan Administration. 13.1. Administration by Committee. The Plan shall be administered by the Committee which shall have the authority to: (a) construe and interpret the Plan and apply its provisions; (b) promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (d) determine minimum or maximum amounts that Participants may elect to defer under the Plan; (e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options; (f) determine whether any Matching Contributions will be made to the Plan with respect to any Plan Year and the amount of any such contributions; (g) determine whether any Discretionary Contributions will be made to the Plan on behalf of any Participants with respect to any Plan Year and the amount of any such contributions; (h) select, subject to the limitations set forth in the Plan, those Employees or Directors who shall be Eligible Individuals; (i) evaluate whether a Participant who has requested payment from their Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant’s emergency need; (j) calculate deemed investment earnings and losses; (k) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; and 1416/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 14/23(l) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan. 13.2. Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Elective Deferral; (b) the amount, terms or conditions of any Matching Contribution or Discretionary Contribution; or (c) the availability of Investment Options. 13.3. Committee Decisions Final. Subject to Section 17, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious. 13.4. Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from their own willful malfeasance, gross negligence or reckless disregard of their duties. 14. Amendment and Termination. 14.1. The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in their Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met. 15. Miscellaneous. 15.1. No Employment or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time with or without notice and with or without cause. 15.2. Tax Withholding. The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld. 1516/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 15/2315.3. Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the State of New Jersey, without reference to the principles of conflicts of law (except and to the extent preempted by applicable Federal law). 15.4. Section 409A of the Code. The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code. This Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans. 15.5. General Assets/Rabbi Trust. All amounts provided under the Plan shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Company may, but need not, establish a rabbi trust to assist it in funding any Plan obligations. The Plan is intended to be “unfunded” for purposes of ERISA and shall not be construed as providing income to Participants prior to the date that amounts deferred under the Plan are paid. 15.6. No Warranties. Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant assumes the risk in connection with the deemed investment of their Account. 15.7. Beneficiary Designation. Each Participant under the Plan may from time to time name any Beneficiary or Beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a Beneficiary, then the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate. 15.8. No Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 15.7). 15.9. Expenses. The costs of administering the Plan shall be paid by the Company. 15.10. Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected. 1616/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 16/2315.11. Headings and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof. 16. Claims Procedures (For Claims For Benefits Other Than Disability-Related Benefits). 16.1. Filing a Claim. Any Participant or other person claiming an interest in the Plan (the “Claimant”) may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim. 16.2. Claim Decision. The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision. 16.3. Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason(s) for the denial; (b) Specific reference to the pertinent Plan provisions on which such denial is based; (c) A description of any additional material or information necessary for the Claimant to perfect their claim and an explanation of why such material or information is necessary; (d) A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and (e) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request. 1716/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 17/2316.4. Appeal Procedures. A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination. 16.5. Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason(s) for the denial; (b) Specific references to the pertinent Plan provisions on which such denial is based; (c) A statement that the Claimant may receive on request all relevant records at no charge; (d) A description of the Plan’s voluntary procedures and deadlines, if any; (e) A statement of the Claimant’s right to sue under Section 502(a) of ERISA; and (f) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request. 16.6. Claims Procedures Mandatory. The internal claims procedures set forth in this Section 17 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 17, the denial of the Claim shall become final and binding on all persons for all purposes. 17. Claims Procedures for Disability-Related Benefits. 17.1. Filing a Claim. Any Claimant may file a claim in writing with the Committee for disability-related benefits. The Committee shall review the claim itself or appoint an individual or entity to review the claim. 1816/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 18/2317.2. Claim Decision. The Claimant shall be notified within forty-five (45) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to two additional thirty (30) day periods to make a decision. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial forty-five (45) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision. 17.3. Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason(s) for the denial; (b) Specific reference to the pertinent Plan provisions on which such denial is based; (c) A description of any additional material or information necessary for the Claimant to perfect their claim and an explanation of why such material or information is necessary; (d) A discussion of the decision that includes the basis for disagreeing with or not following: (i) the views presented by health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (ii) the views of medical or vocational experts whose advice was obtained on the Plan’s behalf, regardless of whether the advice was relied on in making the benefit denial; and (iii) a disability determination made by the Social Security Administration (SSA), if presented to the Plan. (e) If the decision was based on medical necessity or experimental treatment (or a similar exclusion or limit), either: (i) an explanation of the scientific or clinical judgment for the denial, applying the plan terms to the Claimant’s medical circumstances; or (ii) a statement that this explanation will be provided free of charge upon request. 1916/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 19/23(f) Either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the Plan relied on in making the denial, or notice that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist. (g) Notice that the Claimant are entitled to receive (on request and free of charge) reasonable access to and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. (h) A description of the Plan’s appeal procedures and deadlines applicable to these procedures, including a statement of the Claimant’s right to sue under ERISA Section 502(a) following a denial on appeal. Claimants are guaranteed the right to present evidence and testimony regarding their claim during the review process. 17.4. Filing an Appeal. A request for appeal of a denied claim must be made in writing to the Committee within 180 days after receiving notice of denial. The decision on appeal will be made within forty-five (45) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case the Committee may have an additional forty-five (45) day period to make a decision. A notice of such an extension must be provided to the Claimant within the initial forty-five (45) day period and must explain the special circumstances and provide an expected date of decision. On appeal, the review will consider all submitted information, regardless of whether the information was submitted or consulted in the initial decision. The review will not provide deference to the initial decision. The appeal will be conducted by an appropriate named fiduciary, who is not the person who made the initial decision or the subordinate of that person. For claims involving medical judgment, including decisions about whether a treatment or drug is experimental, investigational, or not medically necessary, the Plan’s named fiduciary will consult with a health care professional who: (a) Has appropriate training and experience in the area of medicine involved. (b) Was not consulted during the initial denial. (c) Is not a subordinate of the person who made the initial denial. The Plan will identify the medical or other experts who were consulted when making the benefit determination, regardless of whether the expert’s advice was relied on in making the determination. 2016/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 20/23Before a benefit denial is issued on appeal, the Claimant will be provided (free of charge) with any new or additional evidence considered, relied on, or generated by the Plan, insurer, or other person making the benefit determination (or at the direction of the Plan, insurer, or other person) regarding the claim. The Claimant will be provided any new or additional evidence as soon as possible and sufficiently in advance of the date the appeal denial notice is due, so that the Claimant has a reasonable opportunity to respond. Before a benefit denial is issued on appeal, if the denial is issued based on a new or additional rationale, the Claimant will be provided, free of charge, with the rationale. The Claimant will be provided with the rationale as soon as possible and sufficiently in advance of the date on which the appeal denial notice is due, so that the Claimant has a reasonable opportunity to respond. 17.5. Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason or reasons why the appeal is denied. (b) A reference to the specific Plan provisions on which the denial is based. (c) A discussion of the decision that includes the basis for disagreeing with or not following: (i) the views presented by health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (ii) the views of medical or vocational experts whose advice was obtained on the Plan’s behalf in connection with the Claimant’s benefit denial, regardless of whether the advice was relied on in making the benefit denial; and (iii) a disability determination made by the SSA regarding the Claimant, if presented to the Plan. (d) If the decision was based on medical necessity or experimental treatment (or a similar exclusion or limit), either: (i) an explanation of the scientific or clinical judgment for the denial, applying the plan terms to the claimant’s medical circumstances; or (ii) a statement that this explanation will be provided free of charge upon request. 2116/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 21/23(e) Either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the plan relied on in making the denial, or notice that such rules, guidelines, protocols, standards, or other similar criteria of the plan do not exist. (f) A statement of the Claimant’s right to sue under ERISA Section 502(a), including a description of any contractual limitations period relevant to the right to sue, with the calendar date on which the contractual limitations period expires for the claim. [SIGNATURE PAGE FOLLOWS] 2216/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 22/23IN WITNESS WHEREOF, BCB Community Bank and BCB Bancorp, Inc. have caused this Plan to be executed as of the Effective Date written above. BCB COMMUNITY BANK By: /s/ Thomas M. Coughlin Name: Thomas M. Coughlin Title: President and CEO BCB BANCORP, INC. By: /s/ Thomas M. Coughlin Name: Thomas M. Coughlin Title: President and CEO 2316/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 23/23" }, { "role": "assistant", "content": "{\"clause_text\": \"Your annual bonus will be subject to board discretion.\", \"clause_type\": \"Bonus\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Standard clause as long as discretionary criteria are documented.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 d421761dex101.htm EX-10.1 Exhibit 10.1 BCB COMMUNITY BANK EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN 1. Establishment of Plan. BCB Community Bank (the “Company”) adopted and established an unfunded deferred compensation plan for a select group of key management or highly compensated employees and directors of the Company and its Affiliates known as the BCB Community Bank Executive and Director Deferred Compensation Plan (the “Plan”) originally effective October 1, 2005. The Plan is hereby amended and restated in its entirety as set forth herein effective January 1, 2023 (the “Effective Date”). BCB Bancorp, Inc. is a party to this Plan for the sole purposes of guaranteeing the Company’s performance hereunder. 2. Purpose of Plan. The purpose of the Plan is to provide a select group of management or highly compensated employees and directors (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company and its Affiliates who contribute significantly to the future business success of the Company with supplemental retirement income benefits through the deferral of Base Salary and Bonus Compensation and through additional discretionary Company contributions. 3. Definitions. “Acceleration Events” is defined in Section 11.1 hereof. “Account” means a hypothetical bookkeeping account established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the Plan and includes any or all of the following: (a) an Elective Deferral Account; (b) a Matching Contribution Account; and (c) a Discretionary Contribution Account. “Affiliate” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Committee as an “Affiliate” for purposes of the Plan. “Base Salary” means the annual rate of base pay paid by the Company or an Affiliate to or for the benefit of the Participant for services rendered. “Beneficiary” means any person or entity, designated in accordance with Section 15.7, entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan. “Board” means the Board of Directors of the Company, as constituted from time to time. “Board Fees” shall mean the annual and periodic fees paid to the Participant for services rendered on the Board or any Board committee of the Company or the Bank. 116/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 1/23“Bonus Compensation” means any cash compensation earned by a Participant for services rendered by a Participant under any bonus or cash incentive plan maintained by the Company or an Affiliate. “Change in Control” means the occurrence of any of the following: (a) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (b) one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power; (c) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (d) one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s). Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code. “Claimant” has the meaning set forth in Section 17. “Code” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder. “Committee” means the Compensation Committee of the Board or, if no such committee exists, the Board. “Common Stock” means the common stock of BCB Bancorp, Inc., no par value per share. 216/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 2/23“Company” means BCB Community Bank, a New Jersey commercial bank, or any successor thereto. “Deferral Election” means an election by a Participant to defer Base Salary and/or Bonus Compensation or Board Fees. Deferral Elections shall remain in effect for subsequent Plan Years unless a new Deferral Election is timely filed with the Committee. “Determination Date” means the last Valuation Date of the month preceding the payment date. “Director” means a member of the Board or a member of the board of directors of an Affiliate. “Disabled or Disability” means that a Participant is: (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Affiliates; or (c) determined to be totally disabled by the Social Security Administration. “Discretionary Contribution” means the amount the Company contributes to the Plan on behalf of a Participant, pursuant to Section 6.2. “Discretionary Contribution Account” means a separate account maintained for each Participant to record the Discretionary Contributions made to the Plan pursuant to Section 6.2, plus all earnings and losses allocable thereto. “Distribution Date” means a date specified by a Participant in their Election Notice for the payment of all or a portion of such Participant’s Account. “Effective Date” means January 1, 2023. “Election Notice” means the notice or notices established from time to time by the Committee for making Deferral Elections under the Plan. The Election Notice includes the amount or percentage of Base Salary and/or Bonus Compensation or Board Fees to be deferred (subject to any minimum or maximum amounts set forth herein); the Distribution Date(s); the form of payment (lump sum or installments); and the selected Investment Options. Each Election Notice shall become irrevocable as of the last day of the Election Period. 316/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 3/23“Election Period” means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows: (a) General Rule. Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates. (b) Performance-Based Compensation. If any Bonus Compensation constitutes “performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for such amounts shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable). (c) Newly Eligible Individuals. The Election Period for newly Eligible Individuals shall end no later than thirty (30) days after the Employee or Director first becomes eligible to participate in the Plan and shall apply only with respect to compensation earned after the date of the Deferral Election. “Elective Deferrals” means Base Salary deferrals and Bonus Compensation deferrals and Board Fee deferrals. “Elective Deferral Account” means a separate account maintained for each Participant to record the Elective Deferrals made to the Plan pursuant to Section 5 and all earnings and losses allocable thereto. “Eligible Individual” means an Employee or Director who is selected by the Committee to participate in the Plan. Participation in the Plan is limited to a select group of the Company’s key management or highly compensated employees. “Employee” means an employee of the Company. “Entry Date” means, with respect to an Eligible Individual, the first day of the pay period commencing on or following the effective date of such Eligible Individual’s participation in the Plan. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “Fair Market Value” on any date shall mean the closing price of a share of Common Stock on such date as reported in the principal consolidated transaction reporting system on which the Common Stock is principally traded. 416/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 4/23“FICA Amount” has the meaning set forth in Section 11.1(c). “Investment Option” means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Accounts, including, but not limited to the Stock Unit Investment Account. “Matching Contribution” means the amount the Company contributes to the Plan on behalf of any Participant pursuant to Section 6.1. “Matching Contribution Account” means a separate account maintained for each Participant to record the Matching Contributions made to the Plan pursuant to Section 6.1, plus all earnings and losses allocable thereto. “Participant” means an Eligible Individual who elects to participate in the Plan by filing an Election Notice in accordance with Section 5.1 and any former Eligible Individual who continues to be entitled to a benefit under the Plan. “Payment Event” has the meaning set forth in Section 9.1. “Plan” means this BCB Community Bank Executive and Director Deferred Compensation Plan, as amended from time to time. “Plan Year” means the twelve consecutive month period which begins on January 1 and ends on the following December 31. “Separation from Service” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h) including the default presumptions thereunder. “Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i). “Specified Employee Payment Date” has the meaning set forth in Section 9.5. “State, Local and Foreign Tax Amount” has the meaning set forth in Section 11.1(f). “Stock Unit Investment Account” means that portion of the Account governed by Section 7.3(b) hereof. “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent; (b) a loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. 516/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 5/23“Valuation Date” means each business day of the Plan Year. “Year of Service” means each twelve (12) consecutive month period of a Participant’s continuous employment or service with the Company or an Affiliate. 4. Eligibility; Participation. 4.1. Requirements for Participation. Before the beginning of each Plan Year, the Committee shall select those Employees and Directors who shall be Eligible Individuals for such Plan Year. Any Eligible Individual may participate in the Plan commencing as of the Entry Date occurring on or after the date on which he or she becomes an Eligible Individual. 4.2. Election to Participate; Benefits of Participation. An Eligible Individual may become a Participant in the Plan by making a Deferral Election in accordance with Section 5. An Eligible Individual who elects to participate in the Plan by making a Deferral Election is eligible to receive Matching Contributions and Discretionary Contributions in accordance with Section 6. 4.3. Cessation of Participation. If a Participant ceases to be an Eligible Individual for a Plan Year, then the Participant’s Deferral Elections shall no longer be effective and the Participant shall not receive any further Matching Contributions or Discretionary Contributions. However, such Participant’s Account shall continue to be credited with earnings and losses until the applicable Determination Date. 5. Election Procedures. 5.1. Deferral Election. An Eligible Individual may elect to defer Base Salary and/or Bonus Compensation by completing an Election Notice and filing it with the Committee during the Election Period. The Election Notice must specify: (a) The amount or percentage of Base Salary and/or Bonus Compensation or Board Fees to be deferred (subject to any minimum and maximum amounts set forth herein); (b) The Distribution Date for the Participant’s Account (subject to the provisions of the Plan); (c) The form of payment for the Participant’s Account (lump sum or annual installments); and (d) The percentage or amount of the Participant’s Account to be allocated to each Investment Option available under the Plan, including, if applicable, an irrevocable election to have amounts allocated to the Stock Unit Investment Account. 616/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 6/235.2. Base Salary Deferrals. A Participant may elect to defer receipt of up to 85% of the Participant’s Base Salary for any Plan Year by making a Deferral Election in accordance with this Section 5. Base Salary deferrals shall be credited to a Participant’s Elective Deferral Account as of the date the Base Salary otherwise would have been paid. 5.3. Bonus Compensation Deferrals. A Participant may elect to defer receipt of up to 85% of the Participant’s Bonus Compensation for any Plan Year by making a Deferral Election in accordance with this Section 5. Bonus Deferrals shall be credited to the Participant’s Elective Deferral Account as of the date the deferred Bonus Compensation otherwise would have been paid. 6. Company Contributions. 6.1. Matching Contributions. Each Plan Year the Company may, but need not, make a Matching Contribution to the Plan on behalf of any Participant. The Matching Contribution may be expressed as a percentage of the Participant’s Base Salary deferral or Bonus Compensation deferral or Board fee deferral, as determined by the Company in its sole discretion. Any Matching Contribution shall be credited to the Participant’s Matching Contribution Account as soon as practicable following the last day of the Plan Year to which the Matching Contribution relates and in no event later than the March 15 immediately following the Plan Year. The Company is under no obligation to make a Matching Contribution for a Plan Year. Matching Contributions need not be uniform among Participants. 6.2. Discretionary Contributions. Each Plan Year the Company may, but need not, make a Discretionary Contribution to the Plan on behalf of a Participant in such amount as the Company shall determine in its sole discretion. Any Discretionary Contribution shall be credited to the Participant’s Discretionary Contribution Account as soon as practicable following the last day of the Plan Year to which the Discretionary Contribution relates and no later than the March 15 immediately following the Plan Year. The Company is under no obligation to make a Discretionary Contribution for a Plan Year. Discretionary Contributions need not be uniform among Participants. 7. Accounts and Investment Options. 7.1. Establishment of Accounts. The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes. 7.2. Investment Options. The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Accounts under the Plan, which may (but is not required to) include the Stock Unit Investment Account. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant must select the Investment Options for their Account in the Participant’s Election Notice and may make changes to their selections in accordance with procedures established by the Committee, provided, however, that an election to have amounts allocated to the Stock Unit Investment Account is irrevocable. 716/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 7/237.3. Investment Earnings. (a) Other than with respect to amounts allocated to the Stock Unit Investment Account, each Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined as of the applicable Determination Date. (b) For amounts credited to the Stock Unit Investment Account, such amounts shall be deemed invested in a number of notional shares of Common Stock (the “Units”) equal to the quotient of (A) such amounts divided by (B) the Fair Market Value on either the date the amounts then being allocated to the Stock Unit Investment Account would otherwise have been paid or such other date, not later than ninety (90) days thereafter, as may be specified for deemed investment by the Company (this provision permitting the Company to establish a quarterly investment date, for convenient and economical administration of the Plan). Fractional Units shall be credited, but shall be rounded to the nearest hundredth percentile, with amounts equal to or greater than .005 rounded up and amounts less than .005 rounded down. Whenever a dividend other than a dividend payable in the form of shares is declared with respect to the shares, the number of Units in the Participant’s Stock Unit Investment Account shall be increased by the number of Units determined by dividing (A) the product of (I) the number of Units in the Participant’s Stock Unit Investment Account on the related dividend record date and (II) the amount of any cash dividend declared by BCB Bancorp, Inc. on a share of Common Stock (or, in the case of any dividend distributable in property other than Common Stock, the per share value of such dividend, as determined by the Company for purposes of income tax reporting) by (B) the Fair Market Value on the related dividend payment date. In the case of any dividend declared on Common Stock which is payable in shares of Common Stock, the Participant’s Stock Unit Investment Account shall be increased by the number of Units equal to the product of (A) the number of Units credited to the Participant’s Stock Unit Investment Account on the related dividend record date and (B) the number of shares (including any fraction thereof) distributable as a dividend on a share. In the event of any change in the number or kind of outstanding shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting such shares, other than a dividend of cash, stock or property as provided above, the Committee shall make an appropriate adjustment in the number of Units credited to the Participant’s Stock Unit Investment Account. 7.4. Nature of Accounts. Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option. A Participant’s Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind. 816/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 8/237.5. Statements. Each Participant shall be provided with statements setting out the amounts in their Account which shall be delivered at such intervals determined by the Committee. 8. Vesting. 8.1. Vesting of Base Salary Deferrals and Bonus Compensation Deferrals. Participants shall be fully vested at all times in their Base Salary deferrals and Bonus Compensation deferrals and any earnings thereon. 8.2. Vesting of Matching Contributions and Discretionary Contributions. Participants shall be vested in their Matching Contributions and their Discretionary Contributions and any earnings thereon in accordance with the following schedule: Years of Service Vested Percentage Less than 1 year 0% 1 year but less than 2 years 33 1/3% 2 years but less than 3 years 66 2/3% 3 years or more 100% Notwithstanding the vesting schedule set out above, the Committee may, in its discretion, establish a different vesting schedule that will apply to Matching Contributions and Discretionary Contributions made to the Plan on behalf of any Participant for any Plan Year. 8.3. Vesting of Accounts Upon a Change in Control. Notwithstanding any other provision of the Plan, in the event of a Change in Control, all Accounts shall immediately become 100% vested. 8.4. Termination for Willful, Deliberate or Gross Misconduct. In the event that the Company causes a Participant to Separate from Service by reason of (i) willful, deliberate, or gross misconduct as determined by the Board or a duly constituted committee thereof; or (ii) if following the Participant’s Separation from Service and, within a period of three years thereafter, the Participant engages in any business or enters into any employment which the Board or a duly constituted committee thereof determines to be either directly or indirectly competitive with the business of the Company or substantially injurious to the Company’s financial interest (the occurrence of an event described in (i) or (ii) shall be referred to as “Injurious Conduct”), all amounts attributable to the Matching Contribution Account or Discretionary Contribution Account shall be forfeited. Further, the Board or a duly constituted committee thereof, in its 916/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 9/23discretion, may require the Participant who has engaged in Injurious Conduct to return any amounts attributable to the Matching Contribution Account or Discretionary Contribution Account previously received by the Participant, provided the right to require repayment under this Section 8.4 must be exercised within ninety (90) days after the Board (or committee, as the case may be) first learns of the Injurious Conduct, but in no event later than twenty-four (24) months after the Participant’s Separation from Service. A Participant may request the Board or a duly constituted committee thereof, in writing, to determine whether any proposed business or employment activity would constitute Injurious Conduct. Such a request shall fully describe the proposed activity and the Board’s (or the committee’s, as the case may be) determination shall be limited to the specific activity so described. 9. Payment of Participant Accounts. 9.1. In General. Payment of a Participant’s vested Account shall be made (or commence, in the case of installments) on the earliest to occur of the following events (each a “Payment Event”): (a) The Distribution Date specified in the Participant’s Deferral Election; provided that, the Participant must select from among the available Distribution Date(s) designated by the Committee and set forth in the Election Notice; (b) The Participant’s Separation from Service; (c) The Participant’s death; (d) The Participant’s Disability; and (e) The occurrence of a Change in Control. 9.2. Timing of Valuation. The value of a Participant’s Account on the payment date shall be determined as of the applicable Determination Date. 9.3. Forfeiture of Unvested Account Balances. Unless otherwise determined by the Committee, and subject to Section 8.3, a Participant’s unvested Account balance shall be forfeited upon the occurrence of a Payment Event. 9.4. Timing of Payments. Except as otherwise provided in this Section 9, payments shall be made or commence within 90 days following a Payment Event. 9.5. Timing of Payments to Specified Employees. Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of their Separation from Service, then no distribution of such Participant’s Account shall be made upon the Participant’s Separation from Service until the first payroll date of the seventh month following 1016/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 10/23the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the “Specified Employee Payment Date”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date. 9.6. Form of Payment. Each Participant shall specify in their Election Notice the form of payment (lump sum or installments) for amounts in their Account that are covered by the election; provided that, if the Participant elects to have amounts paid in installments, the Participant must select from among the permissible installment schedules selected by the Committee and set forth in the Election Notice. In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum. 9.7. Medium of Payment. (a) Any payment from a Participant’s Account other than with respect to amounts credited to the Stock Unit Investment Account shall be made in cash. (b) Any payment from a Participant’s Account with respect to amounts credited to the Stock Unit Investment Account shall be made in shares of Common Stock. 10. Payments Due to Unforeseeable Emergency. 10.1. Request for Payment. If a Participant suffers an Unforeseeable Emergency, they may submit a written request to the Committee for payment of their vested Account. 10.2. No Payment If Other Relief Available. The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 10 to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s assets would not itself cause severe financial hardship; or (c) by the cessation of deferrals under the Plan. 10.3. Limitation on Payment Amount. The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee. 10.4. Timing of Payment. Payments shall be made from a Participant’s Account as soon as practicable and in any event within 30 days following the Committee’s determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account. 1116/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 11/2310.5. Cessation of Deferrals. If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Deferrals for the remainder of the Plan Year. 11. Acceleration Events. 11.1. Permissible Acceleration Events. Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s vested Account upon the occurrence of any of the events (“Acceleration Events”) set forth in this Section 11. The Committee’s determination of whether payment may be accelerated in accordance with this Section 11 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4). (a) Domestic Relations Orders. The Committee may accelerate payment of a Participant’s vested Account to the extent necessary to comply with a domestic relations order (as defined in Section 414(p)(1)(B) of the Code). (b) Limited Cashouts. The Committee may accelerate payment of a Participant’s vested Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment. (c) Payment of Employment Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “FICA Amount”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 11.1(c) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount. (d) Payment Upon Income Inclusion. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code. 1216/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 12/23(e) Termination of the Plan. The Committee may accelerate payment of all or a portion of a Participant’s vested Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). (f) Payment of State, Local or Foreign Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account for: (i) the payment of state, local or foreign tax obligations arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the “State, Local and Foreign Tax Amount”); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or (ii) the payment of income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount. (g) Certain Offsets. The Committee may accelerate payment of all or a portion of the Participant’s vested Account to satisfy a debt of the Participant to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant. (h) Bona Fide Disputes as to Right to Payment. The Committee may accelerate payment of all or a portion of a Participant’s vested Account where the payment is part of a settlement between the Company or an Affiliate and the Participant of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount. (i) Ethics or Conflicts of Interest. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to comply with bona fide foreign ethics or conflicts of interest law. (j) Federal Debt Collection Laws. The Committee may accelerate payment of all of a portion of a Participant’s vested Account to comply with federal debt collection laws. 12. Payments to Beneficiaries. Notwithstanding any other provision of the Plan, the Committee may accelerate the payment of all or a portion of a Participant’s vested Account in connection with the death, Disability or Unforeseeable Emergency of a Beneficiary who has become entitled to payment of a Participant’s Account under the Plan pursuant to Section 16.7 hereof. Payments made pursuant to this Section 12shall be subject to the same terms and conditions as payments made to Participants pursuant to Section 9 hereof. 1316/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 13/2313. Plan Administration. 13.1. Administration by Committee. The Plan shall be administered by the Committee which shall have the authority to: (a) construe and interpret the Plan and apply its provisions; (b) promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (d) determine minimum or maximum amounts that Participants may elect to defer under the Plan; (e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options; (f) determine whether any Matching Contributions will be made to the Plan with respect to any Plan Year and the amount of any such contributions; (g) determine whether any Discretionary Contributions will be made to the Plan on behalf of any Participants with respect to any Plan Year and the amount of any such contributions; (h) select, subject to the limitations set forth in the Plan, those Employees or Directors who shall be Eligible Individuals; (i) evaluate whether a Participant who has requested payment from their Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant’s emergency need; (j) calculate deemed investment earnings and losses; (k) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; and 1416/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 14/23(l) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan. 13.2. Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Elective Deferral; (b) the amount, terms or conditions of any Matching Contribution or Discretionary Contribution; or (c) the availability of Investment Options. 13.3. Committee Decisions Final. Subject to Section 17, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious. 13.4. Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from their own willful malfeasance, gross negligence or reckless disregard of their duties. 14. Amendment and Termination. 14.1. The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in their Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met. 15. Miscellaneous. 15.1. No Employment or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time with or without notice and with or without cause. 15.2. Tax Withholding. The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld. 1516/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 15/2315.3. Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the State of New Jersey, without reference to the principles of conflicts of law (except and to the extent preempted by applicable Federal law). 15.4. Section 409A of the Code. The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code. This Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans. 15.5. General Assets/Rabbi Trust. All amounts provided under the Plan shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Company may, but need not, establish a rabbi trust to assist it in funding any Plan obligations. The Plan is intended to be “unfunded” for purposes of ERISA and shall not be construed as providing income to Participants prior to the date that amounts deferred under the Plan are paid. 15.6. No Warranties. Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant assumes the risk in connection with the deemed investment of their Account. 15.7. Beneficiary Designation. Each Participant under the Plan may from time to time name any Beneficiary or Beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a Beneficiary, then the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate. 15.8. No Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 15.7). 15.9. Expenses. The costs of administering the Plan shall be paid by the Company. 15.10. Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected. 1616/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 16/2315.11. Headings and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof. 16. Claims Procedures (For Claims For Benefits Other Than Disability-Related Benefits). 16.1. Filing a Claim. Any Participant or other person claiming an interest in the Plan (the “Claimant”) may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim. 16.2. Claim Decision. The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision. 16.3. Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason(s) for the denial; (b) Specific reference to the pertinent Plan provisions on which such denial is based; (c) A description of any additional material or information necessary for the Claimant to perfect their claim and an explanation of why such material or information is necessary; (d) A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and (e) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request. 1716/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 17/2316.4. Appeal Procedures. A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination. 16.5. Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason(s) for the denial; (b) Specific references to the pertinent Plan provisions on which such denial is based; (c) A statement that the Claimant may receive on request all relevant records at no charge; (d) A description of the Plan’s voluntary procedures and deadlines, if any; (e) A statement of the Claimant’s right to sue under Section 502(a) of ERISA; and (f) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request. 16.6. Claims Procedures Mandatory. The internal claims procedures set forth in this Section 17 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 17, the denial of the Claim shall become final and binding on all persons for all purposes. 17. Claims Procedures for Disability-Related Benefits. 17.1. Filing a Claim. Any Claimant may file a claim in writing with the Committee for disability-related benefits. The Committee shall review the claim itself or appoint an individual or entity to review the claim. 1816/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 18/2317.2. Claim Decision. The Claimant shall be notified within forty-five (45) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to two additional thirty (30) day periods to make a decision. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial forty-five (45) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision. 17.3. Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason(s) for the denial; (b) Specific reference to the pertinent Plan provisions on which such denial is based; (c) A description of any additional material or information necessary for the Claimant to perfect their claim and an explanation of why such material or information is necessary; (d) A discussion of the decision that includes the basis for disagreeing with or not following: (i) the views presented by health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (ii) the views of medical or vocational experts whose advice was obtained on the Plan’s behalf, regardless of whether the advice was relied on in making the benefit denial; and (iii) a disability determination made by the Social Security Administration (SSA), if presented to the Plan. (e) If the decision was based on medical necessity or experimental treatment (or a similar exclusion or limit), either: (i) an explanation of the scientific or clinical judgment for the denial, applying the plan terms to the Claimant’s medical circumstances; or (ii) a statement that this explanation will be provided free of charge upon request. 1916/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 19/23(f) Either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the Plan relied on in making the denial, or notice that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist. (g) Notice that the Claimant are entitled to receive (on request and free of charge) reasonable access to and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. (h) A description of the Plan’s appeal procedures and deadlines applicable to these procedures, including a statement of the Claimant’s right to sue under ERISA Section 502(a) following a denial on appeal. Claimants are guaranteed the right to present evidence and testimony regarding their claim during the review process. 17.4. Filing an Appeal. A request for appeal of a denied claim must be made in writing to the Committee within 180 days after receiving notice of denial. The decision on appeal will be made within forty-five (45) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case the Committee may have an additional forty-five (45) day period to make a decision. A notice of such an extension must be provided to the Claimant within the initial forty-five (45) day period and must explain the special circumstances and provide an expected date of decision. On appeal, the review will consider all submitted information, regardless of whether the information was submitted or consulted in the initial decision. The review will not provide deference to the initial decision. The appeal will be conducted by an appropriate named fiduciary, who is not the person who made the initial decision or the subordinate of that person. For claims involving medical judgment, including decisions about whether a treatment or drug is experimental, investigational, or not medically necessary, the Plan’s named fiduciary will consult with a health care professional who: (a) Has appropriate training and experience in the area of medicine involved. (b) Was not consulted during the initial denial. (c) Is not a subordinate of the person who made the initial denial. The Plan will identify the medical or other experts who were consulted when making the benefit determination, regardless of whether the expert’s advice was relied on in making the determination. 2016/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 20/23Before a benefit denial is issued on appeal, the Claimant will be provided (free of charge) with any new or additional evidence considered, relied on, or generated by the Plan, insurer, or other person making the benefit determination (or at the direction of the Plan, insurer, or other person) regarding the claim. The Claimant will be provided any new or additional evidence as soon as possible and sufficiently in advance of the date the appeal denial notice is due, so that the Claimant has a reasonable opportunity to respond. Before a benefit denial is issued on appeal, if the denial is issued based on a new or additional rationale, the Claimant will be provided, free of charge, with the rationale. The Claimant will be provided with the rationale as soon as possible and sufficiently in advance of the date on which the appeal denial notice is due, so that the Claimant has a reasonable opportunity to respond. 17.5. Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes: (a) The specific reason or reasons why the appeal is denied. (b) A reference to the specific Plan provisions on which the denial is based. (c) A discussion of the decision that includes the basis for disagreeing with or not following: (i) the views presented by health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (ii) the views of medical or vocational experts whose advice was obtained on the Plan’s behalf in connection with the Claimant’s benefit denial, regardless of whether the advice was relied on in making the benefit denial; and (iii) a disability determination made by the SSA regarding the Claimant, if presented to the Plan. (d) If the decision was based on medical necessity or experimental treatment (or a similar exclusion or limit), either: (i) an explanation of the scientific or clinical judgment for the denial, applying the plan terms to the claimant’s medical circumstances; or (ii) a statement that this explanation will be provided free of charge upon request. 2116/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 21/23(e) Either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the plan relied on in making the denial, or notice that such rules, guidelines, protocols, standards, or other similar criteria of the plan do not exist. (f) A statement of the Claimant’s right to sue under ERISA Section 502(a), including a description of any contractual limitations period relevant to the right to sue, with the calendar date on which the contractual limitations period expires for the claim. [SIGNATURE PAGE FOLLOWS] 2216/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 22/23IN WITNESS WHEREOF, BCB Community Bank and BCB Bancorp, Inc. have caused this Plan to be executed as of the Effective Date written above. BCB COMMUNITY BANK By: /s/ Thomas M. Coughlin Name: Thomas M. Coughlin Title: President and CEO BCB BANCORP, INC. By: /s/ Thomas M. Coughlin Name: Thomas M. Coughlin Title: President and CEO 2316/04/2025, 06:28 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029948 23/23" }, { "role": "assistant", "content": "{\"clause_text\": \"No overtime compensation is provided for additional hours worked.\", \"clause_type\": \"Overtime\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Violates Shop and Office Act provisions requiring overtime pay.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: Head Office T el: +94113418569 2A, Hougang Street 11, #01 -07 The Minton +6586128905 Singapore, 538752 Email: [email protected] PART TIME STUDENT EMPLOYEE AGREEMENT This Student Employee Agreement is entered into as of November 13, 2024, by and between Convogrid (Pvt) Ltd, a company registered and existing under the laws of Sri Lanka, with its principal place of business at 507/3A, Weerodara Mawatha, Arrawala, Pannipitiya (hereinafter referred to as the \\\"Company\\\"), and Hapuarachchilage Kaviru Sri Rithmaka Hapuarachchi of 188/114/X, Wilimbula, Henegama holding NIC 200226103150 (hereinafter referred to as the \\\"Employee\\\"). 1. Appointment and Scope of Work The Company hereby appoints the employee to the position of Conversation Design and Marketing Associate for the term specified below. The Employee's duties shall encompass all tasks customarily associated with this role, as assigned by the Company. The Employee is obligated to perform all work in this area in accordance with detailed instructions provided by the Company and in line with industry standards. The primary responsibilities shall include, but are not limited to, the following: 1. Marketing Activities: a. Writing articles, blogs, and other promotional content to support marketing campaigns. b. Designing and creating engaging social media posts, banners, and other visual marketing collateral. c. Editing and producing high -quality videos, including ideation, scriptwriting, editing, and final production, to support marketing objectives. d. Developing and implementing creative marketing strategies to enhance brand visibility and audience engagement. 2. Conversational Experience Design and Development: a. Designing conversational flows, scripts, and user interactions to deliver seamless and effective conversational experiences. b. Developing and optimizing conversational systems to align with business goals and user needs. c. Conducting usability testing and analyzing user feedback to enhance the quality of conversational designs. d. Collaborating with internal and external teams to integrate conversational experiences into various platforms. 3. Management of Marketing and Conversational Design Work: a. Overseeing the planning, execution, and timely delivery of tasks related to marketing and conversational experience projects. b. Prioritizing and delegating tasks effectively to ensure high -quality outcomes and adherence to deadlines. c. Monitoring team performance and providing necessary guidance and feedback to maintain standards. 1d. Regularly reviewing progress against objectives and adjusting strategies as needed to meet goals. The Employee is expected to perform these duties with a high level of competence, dedication, and adherence to the Company’s goals and standards. The responsibilities outlined above may be adjusted as necessary to meet the evolving needs of the Company. Any job description issued by the Company, whether currently or in the future, shall constitute an integral part of this Employment Contract. 2. Term of Employment The Employment shall commence on November 13, 2024, and shall continue for a fixed term of thirteen (13) months, concluding on November 30, 2024. The statutory notice period applicable to casual employment relationships shall govern any termination of this Employment. 3. Working hours The Employee agrees to a regular work schedule of 20 hours per week. The Employee shall also perform additional duties beyond these hours, including on Saturdays, nights, Sundays, or public holidays, if urgently required by the Company’s needs or as directed by the Employee’s supervisor, subject to applicable law. 4. Prevention from work In the case of any prevention from work, irrespective of the reason the company must be notified immediately of the reason for absence. In this regard, the employee shall highlight any urgent work matters. The statutory provisions regarding proof of incapacity for work shall remain unaffected. In cases of illness affecting a child, spouse, or equivalent family member residing in the same household, the Employee is granted leave without continued payment of remuneration, in accordance with Sri Lankan labour law. 5. Compensation and Remuneration The Employee shall receive a gross monthly remuneration of 50,000 LKR, payable on the last day of each month. The Employee is expected to dedicate additional time and effort, as necessary, to achieve key milestones and goals without any additional compensation beyond the stated remuneration. A monthly performance review will be conducted to evaluate the Employee’s performance against predefined expectations. If the expectations are not met, the Company reserves the right to adjust the salary or terminate the contract with immediate effect. Compensation for overtime or additional work will not be applicable unless explicitly agreed in writing by the Employee’s supervisor. Any special payments remain discretionary and shall not create any future legal entitlement. Assignment or pledging of the remuneration, in whole or in part, is prohibited.. Additionally, performance bonuses may be awarded at the Company’s discretion based on monthly performance evaluations. 6. Share Allocation a. Shares During Employment: The Employee shall not be entitled to receive any shares as part of their compensation during the Employment period, unless explicitly agreed upon in writing. b. Agreement Notification: If an agreement is reached between the Employer and the Employee to allocate shares during the Employment, such agreement must be documented in writing, specifying the terms and conditions of the share allocation. 2c. Merit -Based Award: Any shares awarded shall be granted based on a meritocratic system, as mutually agreed upon by the Employer and the Employee. This system shall define the criteria and performance indicators for share allocation. 7. Income Tax Liability The Employee shall be solely responsible for the income tax liability arising from the employment salary, which shall be governed by the applicable tax laws of the Employee's country as amended from time to time. 8. Reimbursement of Expenses The Company shall reimburse the Employee for travel costs and other expenses upon submission of valid receipts. The scope of such reimbursable expenses must be agreed upon in advance with a managing director of the Company prior to the commencement of any business trip, unless a general written policy governing such expenses is applicable to the entire Company. 9. Confidentiality Obligations The Employee agrees to maintain strict confidentiality regarding all business and trade secrets acquired during the employment relationship, including proprietary and confidential information related to the Employer and its clients. This obligation shall extend during and after the term of employment, prohibiting the Employee from exploiting, disclosing, or making accessible any entrusted secrets. If the Employee believes this obligation imposes an excessive restriction on professional advancement post -termination, they may submit a written request to the Employer for release from this duty, providing reasons for such request. This obligation also applies to any remuneration agreements between the Employee and the Employer. Upon termination, the Employee shall promptly return all documents, materials, and copies provided during employment, with no right of retention. The Employee must return all Company records, documents, hardware, and software immediately upon termination or release from work. Likewise, the Employee agrees to maintain strict confidentiality regarding all proprietary information, knowledge, and concepts obtained during the Employment, which obligation shall last for 1.5 years following its completion. During this period, the Employee shall refrain from using, developing, or disclosing any concepts, code, or ideas acquired during their tenure with the Company. 10. Intellectual Property Rights Any rights to works, inventions, or developments created by the Employee during the course of the employment relationship, including those arising in connection with the Employee’s duties, shall be the exclusive property of the Employer, unless otherwise dictated by mandatory law. All work, inventions, or developments created by the Employee during the course of the Employment are also the exclusive property of the Company. The Employee acknowledges that any concepts, code, or ideas developed during the Employment belong solely to the Company and may not be used or replicated by the Employee for 1.5 years following the Employment’s end date. The Employee hereby grants the Employer an unrestricted right to use such works, including rights of distribution, modification, and transfer to third parties, without limitation in time, space, or content. The Employee expressly waives any rights to attribution and to access the 3work. This provision applies equally to computer programs, content, relationships, and other deliverables created under these conditions. The statutory provisions of the Copyright Act remain unaffected, and these rights are granted free of charge. Additionally, the statutory provisions regarding inventions remain applicable. The Employee agrees to prepare and provide the Company with all necessary documentation to support the proof, defense, exercise, and protection of the Employer’s rights and interests. 11. Leave Policy a. Leave Entitlement: As this is a part -time employment arrangement, the Employee is not entitled to any leave. b. Leave Notification and Coverage: If the Employee needs to take leave due to illness, injury, or other reasons, they must inform their immediate supervisor in advance and seek prior approval. Any leave taken must be compensated by covering the missed hours within the same week, the following week, or, in exceptional cases, within three (3) weeks. c. Agreement for Leave: All leave and coverage arrangements must be mutually agreed upon with the Employee’s immediate supervisor to ensure operational continuity. Unplanned absences without prior agreement may result in the work being deemed incomplete. d. Medical Certificate: If absent due to illness for more than two (2) consecutive days, the Employee must provide a medical certificate from a registered medical practitioner. For extended absences, additional medical evidence may be required. e. Applicability of Leave Laws: Sri Lankan statutory leave entitlements do not apply to this part -time employment arrangement. The Employee is required to fulfil the agreed -upon 20 hours of work per week, regardless of any absences, ensuring all planned tasks and goals are completed. This leave policy is designed to accommodate the flexible nature of part -time work while maintaining the Company’s operational requirements 12. Disclosure of Secondary Activities The Employee shall promptly inform the Employer of any paid activities currently undertaken or intended to be undertaken in the future, without requiring a prior request, and shall seek the Employer’s consent for such activities. The Employer may refuse or revoke consent if the secondary activity is likely to significantly impair the Employee’s ability to fulfil contractual obligations or the Employer’s legitimate interests. This includes situations where the Employee’s work performance is adversely affected, the Employer’s business operations or the Employee’s assigned duties are impacted, a competitive conflict arises, or there is a violation of statutory provisions, particularly regarding regulated working hours and overtime under Sri Lankan labour law. The Employee is prohibited from advising, promoting, supporting, or participating in enterprises within the Employer’s competitive field without prior consent, except for minority shareholdings in customary banking and/or money market products intended for the mass market. 13. Limitation on Claims Claims arising from the employment relationship must be submitted in writing within three (3) months from the due date. Claims not made within this period are excluded, unless the claiming party was unable to comply despite reasonable diligence. This limitation does not apply to tort claims. If a claim is rejected or not responded to within one (1) month, the claim must be enforced in court within three (3) months of rejection or deadline expiration, or it 4will be forfeited. 14. Other obligations The Employee hereby irrevocably assigns to the Company any future claims for damages against third parties arising from events causing incapacity to work, to the extent that the Company makes payments to the Employee due to illness, including ancillary benefits and related costs (e.g., special payments, capital formation benefits, social security contributions). The Employee shall promptly notify the Company in writing of any personal changes relevant to the employment relationship, including change of address. If no such notification is made, Company communications sent to the last provided address shall be deemed Received. 15. Termination Clause The Company reserves the right to terminate the Employment at any time based on the Employee’s performance. Monthly performance evaluations will assess the Employee’s adherence to the expected standards. Failure to meet these standards for two consecutive months may result in the termination of this Agreement. 16. Final Provisions This Contract constitutes the entire agreement between the Parties. Any amendments or additions must be made in writing to be effective, including any waiver of this written form requirement. No verbal agreements exist outside this Contract. Section headings are for reference only and do not affect the interpretation of the Contract. If any provision is or becomes invalid, the remaining provisions shall remain in effect. The Parties agree to replace any invalid provision with one that closely reflects the original intent and economic purpose of the Contract. 17. Governing Law and Jurisdiction This Contract shall be governed by and construed in accordance with the laws of Sri Lanka. Any disputes arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of Sri Lanka 18. Signature of Both Parties IN WITNESS WHEREOF, the Parties have executed this Employment Agreement as of the date first written above. 5Hapuarachchilage Kaviru Sri Rithmaka Hapuarachchi ……………………………………………….. Individual Name ……………………………………………….. Signature Kaviru Hapuarachchi ……………………………………………….. Printed Name 18.11.2024 ……………………………………………….. Date Conversational Designer and Marketing Associate ……………………………………………….. Title Convogrid (PVT) LTD ……………………………………………….. Signature Dulip Gayan ……………………………………………….. Printed Name 18.11.2024 ……………………………………………….. Date CEO/Co -Founder ........................................................ Title 6" }, { "role": "assistant", "content": "{\"clause_text\": \"You are required to maintain confidentiality of all business matters.\", \"clause_type\": \"Confidentiality\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Standard confidentiality clause consistent with legal practice.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: Head Office T el: +94113418569 2A, Hougang Street 11, #01 -07 The Minton +6586128905 Singapore, 538752 Email: [email protected] PART TIME STUDENT EMPLOYEE AGREEMENT This Student Employee Agreement is entered into as of November 13, 2024, by and between Convogrid (Pvt) Ltd, a company registered and existing under the laws of Sri Lanka, with its principal place of business at 507/3A, Weerodara Mawatha, Arrawala, Pannipitiya (hereinafter referred to as the \\\"Company\\\"), and Hapuarachchilage Kaviru Sri Rithmaka Hapuarachchi of 188/114/X, Wilimbula, Henegama holding NIC 200226103150 (hereinafter referred to as the \\\"Employee\\\"). 1. Appointment and Scope of Work The Company hereby appoints the employee to the position of Conversation Design and Marketing Associate for the term specified below. The Employee's duties shall encompass all tasks customarily associated with this role, as assigned by the Company. The Employee is obligated to perform all work in this area in accordance with detailed instructions provided by the Company and in line with industry standards. The primary responsibilities shall include, but are not limited to, the following: 1. Marketing Activities: a. Writing articles, blogs, and other promotional content to support marketing campaigns. b. Designing and creating engaging social media posts, banners, and other visual marketing collateral. c. Editing and producing high -quality videos, including ideation, scriptwriting, editing, and final production, to support marketing objectives. d. Developing and implementing creative marketing strategies to enhance brand visibility and audience engagement. 2. Conversational Experience Design and Development: a. Designing conversational flows, scripts, and user interactions to deliver seamless and effective conversational experiences. b. Developing and optimizing conversational systems to align with business goals and user needs. c. Conducting usability testing and analyzing user feedback to enhance the quality of conversational designs. d. Collaborating with internal and external teams to integrate conversational experiences into various platforms. 3. Management of Marketing and Conversational Design Work: a. Overseeing the planning, execution, and timely delivery of tasks related to marketing and conversational experience projects. b. Prioritizing and delegating tasks effectively to ensure high -quality outcomes and adherence to deadlines. c. Monitoring team performance and providing necessary guidance and feedback to maintain standards. 1d. Regularly reviewing progress against objectives and adjusting strategies as needed to meet goals. The Employee is expected to perform these duties with a high level of competence, dedication, and adherence to the Company’s goals and standards. The responsibilities outlined above may be adjusted as necessary to meet the evolving needs of the Company. Any job description issued by the Company, whether currently or in the future, shall constitute an integral part of this Employment Contract. 2. Term of Employment The Employment shall commence on November 13, 2024, and shall continue for a fixed term of thirteen (13) months, concluding on November 30, 2024. The statutory notice period applicable to casual employment relationships shall govern any termination of this Employment. 3. Working hours The Employee agrees to a regular work schedule of 20 hours per week. The Employee shall also perform additional duties beyond these hours, including on Saturdays, nights, Sundays, or public holidays, if urgently required by the Company’s needs or as directed by the Employee’s supervisor, subject to applicable law. 4. Prevention from work In the case of any prevention from work, irrespective of the reason the company must be notified immediately of the reason for absence. In this regard, the employee shall highlight any urgent work matters. The statutory provisions regarding proof of incapacity for work shall remain unaffected. In cases of illness affecting a child, spouse, or equivalent family member residing in the same household, the Employee is granted leave without continued payment of remuneration, in accordance with Sri Lankan labour law. 5. Compensation and Remuneration The Employee shall receive a gross monthly remuneration of 50,000 LKR, payable on the last day of each month. The Employee is expected to dedicate additional time and effort, as necessary, to achieve key milestones and goals without any additional compensation beyond the stated remuneration. A monthly performance review will be conducted to evaluate the Employee’s performance against predefined expectations. If the expectations are not met, the Company reserves the right to adjust the salary or terminate the contract with immediate effect. Compensation for overtime or additional work will not be applicable unless explicitly agreed in writing by the Employee’s supervisor. Any special payments remain discretionary and shall not create any future legal entitlement. Assignment or pledging of the remuneration, in whole or in part, is prohibited.. Additionally, performance bonuses may be awarded at the Company’s discretion based on monthly performance evaluations. 6. Share Allocation a. Shares During Employment: The Employee shall not be entitled to receive any shares as part of their compensation during the Employment period, unless explicitly agreed upon in writing. b. Agreement Notification: If an agreement is reached between the Employer and the Employee to allocate shares during the Employment, such agreement must be documented in writing, specifying the terms and conditions of the share allocation. 2c. Merit -Based Award: Any shares awarded shall be granted based on a meritocratic system, as mutually agreed upon by the Employer and the Employee. This system shall define the criteria and performance indicators for share allocation. 7. Income Tax Liability The Employee shall be solely responsible for the income tax liability arising from the employment salary, which shall be governed by the applicable tax laws of the Employee's country as amended from time to time. 8. Reimbursement of Expenses The Company shall reimburse the Employee for travel costs and other expenses upon submission of valid receipts. The scope of such reimbursable expenses must be agreed upon in advance with a managing director of the Company prior to the commencement of any business trip, unless a general written policy governing such expenses is applicable to the entire Company. 9. Confidentiality Obligations The Employee agrees to maintain strict confidentiality regarding all business and trade secrets acquired during the employment relationship, including proprietary and confidential information related to the Employer and its clients. This obligation shall extend during and after the term of employment, prohibiting the Employee from exploiting, disclosing, or making accessible any entrusted secrets. If the Employee believes this obligation imposes an excessive restriction on professional advancement post -termination, they may submit a written request to the Employer for release from this duty, providing reasons for such request. This obligation also applies to any remuneration agreements between the Employee and the Employer. Upon termination, the Employee shall promptly return all documents, materials, and copies provided during employment, with no right of retention. The Employee must return all Company records, documents, hardware, and software immediately upon termination or release from work. Likewise, the Employee agrees to maintain strict confidentiality regarding all proprietary information, knowledge, and concepts obtained during the Employment, which obligation shall last for 1.5 years following its completion. During this period, the Employee shall refrain from using, developing, or disclosing any concepts, code, or ideas acquired during their tenure with the Company. 10. Intellectual Property Rights Any rights to works, inventions, or developments created by the Employee during the course of the employment relationship, including those arising in connection with the Employee’s duties, shall be the exclusive property of the Employer, unless otherwise dictated by mandatory law. All work, inventions, or developments created by the Employee during the course of the Employment are also the exclusive property of the Company. The Employee acknowledges that any concepts, code, or ideas developed during the Employment belong solely to the Company and may not be used or replicated by the Employee for 1.5 years following the Employment’s end date. The Employee hereby grants the Employer an unrestricted right to use such works, including rights of distribution, modification, and transfer to third parties, without limitation in time, space, or content. The Employee expressly waives any rights to attribution and to access the 3work. This provision applies equally to computer programs, content, relationships, and other deliverables created under these conditions. The statutory provisions of the Copyright Act remain unaffected, and these rights are granted free of charge. Additionally, the statutory provisions regarding inventions remain applicable. The Employee agrees to prepare and provide the Company with all necessary documentation to support the proof, defense, exercise, and protection of the Employer’s rights and interests. 11. Leave Policy a. Leave Entitlement: As this is a part -time employment arrangement, the Employee is not entitled to any leave. b. Leave Notification and Coverage: If the Employee needs to take leave due to illness, injury, or other reasons, they must inform their immediate supervisor in advance and seek prior approval. Any leave taken must be compensated by covering the missed hours within the same week, the following week, or, in exceptional cases, within three (3) weeks. c. Agreement for Leave: All leave and coverage arrangements must be mutually agreed upon with the Employee’s immediate supervisor to ensure operational continuity. Unplanned absences without prior agreement may result in the work being deemed incomplete. d. Medical Certificate: If absent due to illness for more than two (2) consecutive days, the Employee must provide a medical certificate from a registered medical practitioner. For extended absences, additional medical evidence may be required. e. Applicability of Leave Laws: Sri Lankan statutory leave entitlements do not apply to this part -time employment arrangement. The Employee is required to fulfil the agreed -upon 20 hours of work per week, regardless of any absences, ensuring all planned tasks and goals are completed. This leave policy is designed to accommodate the flexible nature of part -time work while maintaining the Company’s operational requirements 12. Disclosure of Secondary Activities The Employee shall promptly inform the Employer of any paid activities currently undertaken or intended to be undertaken in the future, without requiring a prior request, and shall seek the Employer’s consent for such activities. The Employer may refuse or revoke consent if the secondary activity is likely to significantly impair the Employee’s ability to fulfil contractual obligations or the Employer’s legitimate interests. This includes situations where the Employee’s work performance is adversely affected, the Employer’s business operations or the Employee’s assigned duties are impacted, a competitive conflict arises, or there is a violation of statutory provisions, particularly regarding regulated working hours and overtime under Sri Lankan labour law. The Employee is prohibited from advising, promoting, supporting, or participating in enterprises within the Employer’s competitive field without prior consent, except for minority shareholdings in customary banking and/or money market products intended for the mass market. 13. Limitation on Claims Claims arising from the employment relationship must be submitted in writing within three (3) months from the due date. Claims not made within this period are excluded, unless the claiming party was unable to comply despite reasonable diligence. This limitation does not apply to tort claims. If a claim is rejected or not responded to within one (1) month, the claim must be enforced in court within three (3) months of rejection or deadline expiration, or it 4will be forfeited. 14. Other obligations The Employee hereby irrevocably assigns to the Company any future claims for damages against third parties arising from events causing incapacity to work, to the extent that the Company makes payments to the Employee due to illness, including ancillary benefits and related costs (e.g., special payments, capital formation benefits, social security contributions). The Employee shall promptly notify the Company in writing of any personal changes relevant to the employment relationship, including change of address. If no such notification is made, Company communications sent to the last provided address shall be deemed Received. 15. Termination Clause The Company reserves the right to terminate the Employment at any time based on the Employee’s performance. Monthly performance evaluations will assess the Employee’s adherence to the expected standards. Failure to meet these standards for two consecutive months may result in the termination of this Agreement. 16. Final Provisions This Contract constitutes the entire agreement between the Parties. Any amendments or additions must be made in writing to be effective, including any waiver of this written form requirement. No verbal agreements exist outside this Contract. Section headings are for reference only and do not affect the interpretation of the Contract. If any provision is or becomes invalid, the remaining provisions shall remain in effect. The Parties agree to replace any invalid provision with one that closely reflects the original intent and economic purpose of the Contract. 17. Governing Law and Jurisdiction This Contract shall be governed by and construed in accordance with the laws of Sri Lanka. Any disputes arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of Sri Lanka 18. Signature of Both Parties IN WITNESS WHEREOF, the Parties have executed this Employment Agreement as of the date first written above. 5Hapuarachchilage Kaviru Sri Rithmaka Hapuarachchi ……………………………………………….. Individual Name ……………………………………………….. Signature Kaviru Hapuarachchi ……………………………………………….. Printed Name 18.11.2024 ……………………………………………….. Date Conversational Designer and Marketing Associate ……………………………………………….. Title Convogrid (PVT) LTD ……………………………………………….. Signature Dulip Gayan ……………………………………………….. Printed Name 18.11.2024 ……………………………………………….. Date CEO/Co -Founder ........................................................ Title 6" }, { "role": "assistant", "content": "{\"clause_text\": \"Employment is at-will and can be ended at any time.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Conflicts with Sri Lankan regulations that mandate valid reason and notice.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 2 evoa-ex10_1.htm EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “ Agreement ”) is entered into and ef fective as of February 8, 2023 (the “ Effective Date ”), by and between EVO Transportation & Ener gy Services, Inc. (the “ Company ”) and Bruce Kalem, a Mississippi resident (“ Executive ”). 1.Duties and Scope of Employment . (a)Positions and Duties . During the Employment Term (as defined below), Executive will be employed as Chief Financial Of ficer of the Company and will report directly to the CEO and shall also be subject to the direction of the Company’ s Board of Directors (the “ Board ”) or duly authorized committees thereof. Executive’ s authority , duties, and responsibilities will correspond to Executive’ s position and will include any particular authority , duties, and responsibilities consistent with the Executive’ s position that the Company may reasonably assign to Executive from time to time, including without limitation oversight over all financial reporting, treasury , accounting, planning and analysis and other finance related functions. (b)Obligations . During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently observe all of his obligations to the Company . Executive agrees to devote his full business time and ef forts, ener gy and skill to his employment at the Company , and Executive agrees to apply all his skill and experience to the performance of his duties and advancing the Company’ s interests. The foregoing shall not preclude Executive from (A) engaging in lawful of f-duty conduct, including serving as a director , trustee or of ficer of a civic, charitable, educational or religious or ganization or (B) engaging in passive investments, including but not limited to real estate investments as long as such activities do not materially interfere or conflict with Executive’ s responsibilities to or his abilities to perform his duties hereunder , and do not create any business conflicts for the Company; provided that, in the event that Executive engages in the conduct described in clause (A), he will promptly disclose such conduct in reasonable detail to the Company . During the Employment Term, Executive may not perform services as an employee or consultant of any other competitive organization and Executive will not assist any other person or or ganization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company . Executive shall comply in all material respects with and be bound by Company’ s operating policies, procedures, and practices in ef fect during his employment that apply to all executive-level employees of the Company . By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company . (c)Employment Term. The term of this Agreement shall be two (2) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the “ Initial T erm”). Unless earlier terminated pursuant to the terms herein, the Initial Term shall be automatically renewed for consecutive additional one-year terms (each, a “ Renewal T erm”) 1 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 1/32 upon the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice (pursuant to Section 14 of this Agreement) specifying that the term of Executive’ s employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein. The Executive’ s period of employment hereunder is referred herein as the “ Employment T erm,” whether the Initial Term, the then-current Renewal Term or the shorter period through the date of an earlier termination thereof as provided elsewhere herein. The notice of non-renewal given by the Company is referred to herein as the “ Company’ s Non-Renewal .” The notice of non-renewal given by Executive is referred to herein as the “ Executive’ s Non-Renewal .” (d)Place of Performance . Executive will primarily work under a hybrid arrangement between his current home in Hattiesbur g, Mississippi and EVO’ s office in Phoenix, AZ. Executive understands and agrees that he will be required to work out of the Phoenix, AZ of fice at least thirty (30) weeks per year . His duties will include travel including but not limited to travel to of fices of the Company , its Affiliates, and such other business travel as is requested by the Company’ s Chief Executive Of ficer and as reasonably necessary and appropriate to the performance of Executive’ s duties hereunder , subject to reimbursement of expenses pursuant to Section 6 below . 2.At-W ill Employment . The parties agree that Executive’ s employment with the Company will be “at-will” employment and may be terminated at any time, upon written notice, either by the Company without Cause (in any such case, “ Company’ s At-W ill Termination ”) or by Executive without Good Reason (in any such case, “ Executive’ s At-W ill Termination ”). Executive understands and agrees that neither his job performance for , nor promotions, commendations, bonuses or the like from, the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company . However , as described in this Agreement, Executive may be entitled to Severance Pay (defined below) and Severance Benefits (defined below) depending upon the circumstances of the termination of the Employment Term as set forth in Section 8(b) below . 3.Compensation . (a)Initial Base Salary . During the Employment Term, the Company will pay Executive an annual base salary as compensation for his services (the “ Base Salary ”) of $240,000. The Base Salary will be paid periodically in accordance with the Company’ s normal payroll practices. The Base Salary will be subject to review and increases will be made based upon the Company’ s standard practices. (b)Annual Incentive Bonus . During the Employment Term, Executive will be eligible to earn an annual incentive bonus (an “ Annual Bonus ”) under the same or substantially same bonus arrangement, plan or program as in ef fect for other executive-level employees of the Company from time to time and based upon the same general objective standards as are applied to the other executive-level employees of Company , as determined by 2 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 2/32 the Company in its sole discretion. Consistent therewith, the Compensation Committee of the Board (the “Compensation Committee ”) will determine in its sole discretion Executive’ s target bonus opportunity and the criteria for earning such bonus, as well as Executive’ s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for such year . Notwithstanding the foregoing, the target bonus opportunity for 2023 shall not be less than 15% of Base Salary . Any Annual Bonus that is earned and becomes payable pursuant to this Section 3(b) will be paid no later than March 31 s t of the calendar year immediately following the calendar year to which the Annual Bonus relates. Executive must remain employed by the Company through December 31 of the applicable calendar year to be eligible to earn an Annual Bonus for such year; provided, however , that if the Employment Term ends prior to December 31 by reason of either termination by Executive for Good Reason or by the Company’ s At-W ill Termination, the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in such year , however , the Annual Bonus will be paid on March 31 the following calendar year regardless of the termination date. The determinations of the Compensation Committee with respect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was in violation of the terms and provision of this Section 3(b) or the applicable program, plan or arrangement. (c)Equity . During the Employment Term, Executive will be eligible to receive awards of stock options or other forms of equity (including restricted stock units) pursuant to the same or substantially same stock option arrangement, plan or program as in ef fect for other executive-level employees of the Company from time to time and based upon the same objective standards as are applied to the other executive-level employees of Company . Consistent therewith, the Compensation Committee will determine whether Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of the applicable program, plan or arrangement that may be in ef fect from time to time. Upon Executive’ s termination from the Company by the Executive for Good Reason, by the Company’ s At-W ill Termination, or by the Company’ s Non-Renewal, Executive shall retain all Company shares and vested equity and all Performance Units and Stock Bonuses then held by the Executive will vest and/or continue to vest in the manner determined by the Compensation Committee as set forth in the agreement evidencing such Performance Units or Stock Bonuses. Upon a termination for Cause or an Executive’ s At-W ill Termination, (i) any incentive Award will immediately terminate without notice of any kind, (ii) no Options or Stock Appreciation Rights then held by the Executive will thereafter be exercisable, (iii) all Restricted Stock Awards then held by the Executive that have not vested will be terminated and forfeited, (iv) all vested and unvested Performance Units and Stock Bonuses then held by the Executive will be terminated and forfeited. (d)Initial Equity Grant . (i) Employee shall receive 1,426,493 restricted stock units (the “RSUs ”), which shall vest as follows: (x) one-third shall vest on the first anniversary of the Effective Date; (y) one-third shall vest on the second anniversary of the Effective Date; and (z) the remaining one-third shall vest on the third anniversary of the Effective Date. The RSUs shall be governed by the EVO Transportation & Energy Services, Inc. 2018 Stock Inventive Plan (the “Company Stock Option Plan ”) and be on terms and conditions that are substantially similar to the terms and conditions 3 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 3/32 governing equity awards to the Company’ s senior officers; provided, that, in the event of a Change in Control (as defined in the Company Stock Option Plan) all of the RSUs held by Executive shall automatically vest. (ii) Notwithstanding anything to the contrary contained in Section 12 of Company Stock Option Plan, all vested stock options or other equity awards issued under this Agreement shall be exercisable by the Executive during the full option period associated with such equity awards if termination of employment is the result of (A) Death, Disability , Retirement (as defined in the Company Stock Option Plan), (B) termination by Executive for Good Reason or by the Company’ s At-W ill Termination or (C) the Company’ s Non-Renewal or the Executive’ s Non-Renewal. This Section 3(d)(ii) shall apply to and control any equity awards issued by the Company to Executive regardless of whether the grant certificate contains this provision. (iii) The Company represents and warrants that (A) the Company Stock Option Plan is in full force and ef fect and has not been modified or amended since the date thereof and (B) as of the date hereof the Company has authorized for issuance and reserved the requisite number of shares under the Company Stock Option Plan to fulfill its obligations to Executive under this Section 3(d) . 4.Employee Benefits . During the Employment Term, Executive will be entitled to participate in the employee benefit plans and programs currently and hereafter maintained by the Company of general applicability to other executive-level employees and to employees generally of the Company , subject to eligibility requirements and the applicable terms and conditions of the subject plan or program and the determination of any committee uniformly administering such plan or program. The Company reserves the right to cancel or change the benefit plans and programs it of fers to its employees at any time. In addition, the Company will cause Executive to be covered by a directors and of ficers liability insurance policy in an amount and scope of coverage customary for the size and industry of the Company’ s business (but in no event less than $2,000,000 commencing on the date of this Agreement. The Company agrees to indemnify Executive (including advance of expenses) and hold Executive harmless to the fullest extent permitted by applicable law and the bylaws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from Executive’ s good faith performance of Executive’ s duties and obligations with the Company . Disputes between the Executive and the Company are not covered by the for going indemnity provision. 5.Vacation . During the Employment Term, Executive will be entitled to paid vacation or paid time off of not less than twenty (20) days per calendar year , prorated for any partial calendar year of employment, in accordance with the Company’ s standard vacation or paid time of f policy (including, without limitation, its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations mutually and reasonably agreed to by Executive and the Company . 6.Housing and Automobile . EVO will reimburse Executive up to $2,650 per month during the term of this Agreement for rent, utilities, furniture rental and other reasonable housing related expenses. Such expenses must be documented, itemized and 4 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 4/32 submitted for approval to the Company for payment. In addition, EVO will provide Executive, at the Company’ s sole discretion, a light vehicle for Executive’ s use. 7.Expenses . During the Employment Term, the Company will reimburse Executive for reasonable travel, lodging, meal, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’ s duties hereunder , including up to $3,000 per year for continuing professional education, in accordance with the Company’ s expense reimbursement policy as in ef fect from time to time; provided, that reimbursement for airfare shall be limited to (i) one round-trip flight per month between Executive’ s state of residence and Phoenix, Arizona; (ii) up to six (6) round-trip coach flights annually for travel by Executive’ s wife between Mississippi and Phoenix, Arizona; and (iii) other air travel approved in advance by the CEO or Board. 8.Accrued Obligations; Severance; COBRA . (a)Accrued Obligations . Upon the termination or expiration of the Employment Term for any reason, Company shall pay to Executive the following: (i) all unpaid Base Salary through the last day of the Employment Term; (ii) all unreimbursed expenses that otherwise are payable to Executive pursuant to Section 7 above, and (iii) all other accrued payments or benefits to which Executive is entitled and has earned under the terms of any applicable compensation, bonus, award or similar arrangement, plan or program, subject to Section 3(b) with respect to bonus accrual and eligibility (collectively , the “ Accrued Obligations ”). The Accrued Obligations shall be paid to Executive in a lump sum in cash within sixty (60) days following the termination or expiration of the Employment Term, unless otherwise required by law or the terms of the applicable arrangement, plan or program, in which case the same shall be paid as soon as permitted thereunder . (b)Severance . If the Employment Term ends by reason of termination by Executive for Good Reason or by the Company’ s At-W ill Termination, the Company shall pay to Executive (“ Severance Pay ”) an amount equal to three (3) months base salary . The Severance Pay shall be paid by the Company to Executive in substantially equal monthly installments, in accordance with the Company’ s standard payroll procedures, commencing on the 60th day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the Release Agreement set forth in Section 9(a) below have expired without revocation. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’ s Non-Renewal, by Executive’ s Non-Renewal of the Initial Term or any Renewal Term, by Executive’ s At-W ill Termination, or due to Executive’ s death or disability , no Severance Pay will be owing or paid to Executive. (c)COBRA . If the Employment Term ends by reason of termination by Executive for Good Reason, by the Company’ s At-W ill Termination, or by the Company’ s Non-Renewal, to the extent Executive and Executive’ s spouse and/or dependent children properly (and timely) elect COBRA continuation coverage under the Company’ s group health insurance plan, the Company shall pay , on Executive’ s behalf, the portion of the premiums due for such coverage representing the Company’ s contribution to health insurance premiums for the Executive for a period beginning on the date the Employment Term so ended and ending on the earliest to occur of (as applicable, “ Severance Benefits ”) (i) the date on which Executive is 5 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 5/32 no longer entitled to COBRA continuation coverage under the Company’ s group health insurance plan, (ii) the last day of the month that includes or immediately precedes the first day that Executive is covered under another employer ’s group health insurance plan or (iii) the last day of the month in which Executive receives his final Severance Pay payment; provided, however , that notwithstanding the foregoing or any other provision in this Agreement to the contrary , the Company may unilaterally amend this Section 8(c) or eliminate the benefit provided hereunder , upon written notice to Executive, but only if and to the extent necessary to avoid the imposition of excise taxes, penalties or similar char ges on the Company , including, without limitation, under Code Section 4980D. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’ s Non-Renewal or Executive’ s Non-Renewal of the Initial Term or any Renewal Term, by Executive’ s At-W ill Termination, or due to Executive’ s death or disability , no Severance Benefits will be owing to Executive. 9.Conditions to Receipt of Severance Pay and Severance Benefits . (a)Release of Claims . The receipt of Severance Pay and Severance Benefits will be subject to Executive signing, delivering, not revoking and complying with a general release and waiver of claims in favor of the Company and its of ficers, directors and Affiliates in substantially the form attached hereto as Exhibit A. (b)Compliance with Covenants . The receipt of Severance Pay and Severance Benefits will be subject to Executive’ s compliance with Sections 10(a) , 10(b) , 10(c) and 10(d) of this Agreement. In the event Executive breaches any of Sections 10(a) , 10(b) , 10(c) or 10(d) , (i) all remaining payments of Severance Pay and/or Severance Benefits to which Executive otherwise is entitled pursuant to Section 8(b) and Section 8(c) will immediately cease, and (ii) Executive will repay , or cause to be repaid, to the Company the full amount of any payments of Severance Pay and Severance Benefits previously paid by the Company to Executive or on behalf of Executive pursuant to Section 8(b) and/or Section 8(c) prior to the date of such breach. 10.Restrictive Covenants . (a)Non-Competition . In recognition of the consideration provided herein, and in connection with the protection of the Company’ s Confidential Information, trade secrets and customer contacts, Executive agrees that, during the Employment Term and ending on the later to occur of (i) the six (6) month anniversary following the termination or expiration of the Employment Term or (ii) the last day of the Severance Pay period as set forth in Section 8(b) (as applicable, the “ Restricted Period ”), Executive shall not either directly or indirectly , whether for consideration or otherwise: (i) engage in (except on behalf of the Company or any of its Affiliates), or compete with the Company or any of its Affiliates in, a Competing Business (as defined in Section 1 1(d)) anywhere in the Territory (any such entity , a “Competing Entity ”); or (ii) form or assist others in forming, be employed by , perform services for , become an of ficer, director , member or partner of, or participant in, or consultant or independent contractor to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise) or lend Executive’ s name, counsel or assistance to, any Competing Entity . Notwithstanding the foregoing provisions of this Section 10(a) , the parties agree that during the Term Executive may provide consulting services to Central Freight Lines, Inc. up to a maximum of ten (10) hours per month. 6 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 6/32 (b)Non-Solicitation . In recognition of the consideration provided herein, Executive agrees that, during the Restricted Period, Executive shall not either directly or indirectly , whether for consideration or otherwise: (i) solicit or accept business from any customer of the Company for the purpose of providing goods or services in a Competing Business or solicit or induce any customer of the Company to terminate, reduce or alter in a manner adverse to the Company , any existing business arrangement or agreement with the Company , (ii) be employed by any customer of the Company or (iii) solicit, hire, attempt to solicit or attempt to hire any person who is or was an employee of the Company or any of its Affiliates at any time during the twelve (12) months prior to such solicitation or hire. (c)Non-Disclosure and Non-Use of Confidential Information . (i)At all times, Executive agrees that he will not, either directly or indirectly , (w) divulge, use, disclose (in any way or in any manner , including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter , author , producer or similar person or entity; (x) take any action that would make available Confidential Information to the general public in any form; (y) take any action that uses Confidential Information to solicit any customer of the Company or prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months) in violation of Section 10(b) ; or (z) take any action that uses Confidential Information for solicitation of, or marketing for , any service or product on Executive’ s behalf or on behalf of any entity other than the Company or its Affiliates with which Executive was in fact associated, except (A) as required in connection with the performance of such Executive’ s duties to the Company or any of its Affiliates, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law , order , regulation, ruling or governmental request applicable to Executive, (E) as required in connection with an audit by any taxing authority , or (F) as permitted by the express written consent of the Company . (ii)In the event Executive is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Executive shall, to the extent not prohibited by applicable law , rule or regulation, promptly notify the Company of such pending disclosure and assist the Company (at the Company’ s sole expense, which will be advanced to Executive concurrently with such assistance) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive is required to disclose such Confidential Information, Executive may disclose that portion of the Confidential Information (A) which counsel to Executive advises Executive that he is required to disclose or (B) which could subject Executive to be liable for contempt or suf fer censure or penalty . In such cases, Executive shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, emails, texts, blogs and websites). 7 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 7/32 (iii)Executive is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA ”), that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government of ficial, either directly or indirectly , or to an attorney , (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) where the disclosure of a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Executive is hereby notified under the DTSA that, if an individual files a lawsuit for retaliation by an employer for reporting a suspected violation of law , the individual may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding if the individual (Y) files any document containing the trade secret under seal; and (Z) does not disclose the trade secret, except pursuant to court order . In the event it is determined that disclosure of the trade secrets was not done in good faith pursuant to the above, Executive understand that Executive may be subject to damages under federal criminal and civil law , including punitive damages and attorneys’ fees. (d)Inventions and Patents; Third Party Information . The results and proceeds of Executive’ s services to the Company (whether prior to or during the Employment Term), including, without limitation, any works of authorship related to the Company resulting from Executive’ s services during Executive’ s employment with the Company and any works in progress will be works-made-for -hire. Works made for hire shall not include Executive’ s image, likeness, or personal social media accounts. The Company will be deemed the sole owner throughout the universe of such works-made-for -hire and any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever . If, for any reason, any of such results and proceeds will not legally be a work-made-for -hire or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign to the Company any and all of Executive’ s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed. The Company will have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever . Executive will, from time to time, as may be reasonably requested by the Company , and at the Company’ s sole expense, sign such documents and assist the Company to establish or document the Company’ s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright or patent applications or assignments. To the extent Executive has any rights in any such results and proceeds that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the right to enforce such unassignable rights. This Section 10(d) is subject to, and will not be deemed to limit, restrict or constitute any waiver by the Company of, any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being Executive’ s employer . This Agreement does not apply to an invention or other works of authorship for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Executive’ s own time, and (i) which does not relate (A) directly to the business of the Company or (B) to 8 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 8/32 the Company’ s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by Executive for the Company hereunder . (e)Enforcement; Remedies . Executive acknowledges that the covenants set forth in Sections 10(a) , 10(b) , 10(c) and 10(d) impose a reasonable restraint on Executive in light of the business and activities of the Company and its Affiliates. Executive acknowledges that a breach of Sections 10(a) , 10(b) , 10(c) or 10(d) by Executive may cause serious and potentially irreparable harm to the Company and its Affiliates. Executive therefore acknowledges that a breach of Sections 10(a) , 10(b) , 10(c) or 10(d) by Executive cannot be adequately compensated in an action for damages at law , and equitable relief may be necessary to protect the Company and its Affiliates from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that the Company may be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach or threatened breach of this Agreement. Executive acknowledges, however , that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive. (f)Modification . In the event that any provision or term of Sections 10(a) , 10(b) , 10(c) or 10(d) , or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 10(a) or 10(b) ) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be ef fective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent as to which it may be enforceable under applicable law . Such modified restriction(s) shall be enforced by a court having jurisdiction. In the event that a court finds certain provisions herein unenforceable and such modification is not possible, because each of Executive’ s obligations in Sections 10(a) , 10(b) , 10(c) and 10(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforceable. 11.Definitions . For purposes of this Agreement, the following defined terms have the following meanings: (a)“Affiliate ” means, with respect to the Company , any corporation, limited liability company , partnership, business trust or or ganization, or other entity directly or indirectly controlling, controlled by or under common control with the Company , where control means (i) holding more than 50% of the voting interests of the entity , or (ii) having the authority to direct the management and policies of the entity . (b)“Cause ” means any of the following: (i) Executive was char ged with, convicted of, or pled no contest to a felony or crime involving dishonesty , wrongful taking of property , immoral conduct that impairs Executive’ s ability to perform services for the Company or results in harm to the Company , bribery or extortion; (ii) willful material misconduct by Executive in connection with the business of the Company and its Affiliates; (iii) Executive’ s continued failure or refusal to satisfactorily perform his responsibilities to the Company under 9 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 9/32 this Agreement (as reasonably determined by the Board); (iv) Executive’ s continued failure to follow the lawful, clear and reasonable direction of the CEO or the Board (other than any such failure resulting from incapacity due to physical or mental illness); (v) Executive’ s failure to comply with or a breach of (x) any rule or regulation applicable to the Company or its Affiliates, or (y) the Company’ s written code of conduct and business ethics or other material written policy , or procedure; (vi) Executive’ s material breach of this Agreement; (vii) Executive’ s fraud, misappropriation, theft or dishonesty against the Company , its Affiliates or its customers; (viii) Executive’ s engagement in conduct that is materially harmful to the Company or its Affiliates; or (ix) Executive’ s willful attempt to obstruct or willful failure to cooperate with any investigation authorized by the Board or any governmental or self-regulatory entity . Any determination of Cause by the Company shall be made by a resolution approved by a majority of the members of the Board, provided that with respect to Sections 1 1(b)(iii) , 11(b)(iv) , 11(b)(v) , 11(b)(vi) , and 11(b)(viii) and notwithstanding any other provision of this Agreement to the contrary , Company shall not terminate the Employment Term for Cause unless (x) the Company notifies Executive in writing of such determination within ninety (90) days following the Company’ s first knowledge of the existence thereof (which notice specifically identifies the reasons and details therefore), (y) Executive fails to remedy the same within fifteen (15) days after the date on which Executive received such notice (the “ Remedial Period ”), and (z) the Company terminates the Employment Term for Cause within thirty (30) days after the end of the Remedial Period. In the event Executive is served notice under Section 1 1(b)(iii) , remedies the same, and is subsequently served with a second notice under Section 1 1(b)(iii) , no such Remedial Period will apply , and termination will become ef fective thirty (30) days from the second notice. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company . (c)“Code ” means the Internal Revenue Code of 1986, as amended. (d)“Competing Business ” means (i) a business that is engaged in the acquisition or operation of compressed natural gas fueling stations, (ii) a business that is engaged in providing freight trucking services to the United States Postal Service, or (iii) any other business in which the Company or any of its Affiliates (other than Antara Capital LP and its Affiliates) is then-currently engaged or was engaged at any time in the twelve (12) month period prior to Executive’ s last day of employment with the Company . (e)“Confidential Information ” means confidential or proprietary information and/or techniques of the Company or its Affiliates entrusted to, developed by , or made available by the Company or any of its Affiliates to Executive during the Employment Term, whether in writing, in computer form, reduced to a tangible form in any medium, or conveyed orally , that is not generally known by others in the form in which it is or was used by the Company or its Affiliates. Examples of Confidential Information include, without limitation: (i) sales, sales volume, sales methods, sales proposals, business plans or statements of work; (ii) customers of the Company , prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months), and customer records, including contact and preference information; (iii) costs of goods or services char ged by vendors and 10 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 10/32 suppliers to the Company; (iv) prices char ged to specific customers and non-public general price lists and similar pricing information; (v) terms of contracts with customers; (vi) non- public information and materials describing or relating to the financial condition and af fairs of the Company or its Affiliates, including but not limited to, financial statements, budgets, projections financial and/or investment performance information, research reports, personnel matters, products, services, operating procedures, organizational responsibilities and marketing matters, policies or procedures; (vii) non-public information and materials describing existing or new processes, products and services of the Company or its Affiliates, including marketing materials, analytical data and techniques, and product, service or marketing concepts under development, and the status of such development; (viii) the business or strategic plans of the Company or its Affiliates; (ix) the information technology systems, network designs, computer program code, and application practices of the Company or its Affiliates; (x) acquisition candidates of the Company or its Affiliates or any studies or assessments relating thereto; and (xi) trademarks, service marks, trade secrets, trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does not include either (y) information that, other than as a result of a breach by Executive of this Agreement, is or becomes generally known to and available for use by the public or (z) information that is, at any time, either on the Company’ s website or is in brochures, advertising and other materials furnished or provided to customers of the Company and prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months). (f)“Disability ” means Executive’ s inability to perform one or more essential functions of his position, after taking into account reasonable accommodations, by reason of any medically diagnosed physical or mental impairment and such inability continues for a period of at least ninety (90) consecutive calendar days. A determination of such Disability will be made by a physician reasonably acceptable to the Company and Executive (or , if applicable, his spouse or legal representative). (g)“Good Reason ” means the occurrence of any of the following events, without the written consent of Executive: (i)any reduction in Executive’ s Base Salary (as it may have been increased after the Ef fective Date), except by no more than ten percent (10%) as part of an across the board salary reduction uniformly applied to all executive-level employees of the Company; (ii)any material reduction in the employee benefits provided to Executive except as part of an across the board austerity or similar measure applied to all executive-level employees of the Company; (iii) any material reduction in Executive’ s authority , duties or responsibilities or the assignment to Executive of any duties that are inconsistent with his position; (iv) The required relocation of Executive by Company of more than fifty (50) miles from Phoenix, AZ; or (v)any other action or inaction that constitutes a material breach by the Company of this 11 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 11/32 Agreement. Notwithstanding any other provision of this Agreement to the contrary , Executive shall not terminate the Employment Term for Good Reason unless (A) Executive notifies the Company in writing of all of the condition(s) that Executive believes constitutes Good Reason within thirty (30) days following the Executive’ s first knowledge of the existence thereof (which notice specifically identifies such condition(s) and the details regarding its existence), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “ Remedial Period ”), and (iii) Executive terminates the Employment Term within thirty (30) days after the end of the Remedial Period for Good Reason. (h)“Section 409A ” means Section 409A of the Code and the Treasury Regulations issued thereunder . (i)“Territory ” means any State in the United States in which the Company and its Affiliates then-currently conduct their business or have conducted their business at any time in the prior twelve (12) months. 12.Tax Matters . (a)Withholding . All payments made pursuant to this Agreement will be subject to withholding of taxes as required by applicable law . (b)Responsibility . Notwithstanding anything to the contrary herein, the Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder , including without limitation under Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A or any other legal requirement from Executive or any other individual to the Company or any of its Affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its Affiliates with respect to any such tax, economic or legal consequences. (c)Section 409A . The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A- 1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A- 1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary , this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (i)if at the time Executive’ s employment hereunder terminates, Executive is a “specified employee,” as defined in Treasury Regulations Section 1.409A-1(i) and determined using the 12 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 12/32 identification methodology selected by the Company from time to time, or if none, the default methodology , then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Section 409A, any and all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid in a lump sum, without interest, on the first day of the seventh month following the date on which Executive’ s employment terminates or, if earlier , upon Executive’ s death; (ii)a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving ef fect to the presumptions contained therein, and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (iii)each payment made under this Agreeme nt shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (iv)with regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulations Section 1.409A-1(b), (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in- kind benefits provided, during any taxable year shall not af fect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year , and (C) such payments shall be made no later than two and a half months after the end of the calendar year in which the expenses were incurred. (d)Limitation on Payments Under Certain Circumstances . (i)Notwithstanding any other provision of this Agreement to the contrary , in the event that Executive becomes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock awards) under any agreement, arrangement, plan or program with the Company or any person af filiated with the Company (collectively , the “ Payments ”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“ Section 280G ”) and it is determined that, but for this Section 12(d)(i) , any of the Payments will be subject to any excise tax pursuant to Code Section 4999, loss of deduction under Code Section 280G, or any similar or successor provision (the “ Excise T ax”), the Company shall pay to Executive either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “ Capped Payments ”), whichever of the foregoing amounts results in the receipt by Executive, on an after -tax basis 13 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 13/32 (with consideration of all taxes incurred in connection with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after -tax benefit from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 12(d)(iii) (if applicable), Executive shall be deemed to pay federal, state and local taxes at the highest mar ginal rate of taxation for the applicable calendar year . (ii)All computations and determinations called for by Sections 12(d)(i) and 12(d)(iii) shall be made and reported in writing to the Company and Executive by a third-party service provider selected by the Company and Executive (the “ Tax Advisor ”), and all such computations and determinations shall be conclusive and binding on the Company and Executive. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses char ged by the Tax Advisor in connection with its services. (iii)In the event that Section 12(d)(i) applies and a reduction is required to be applied to the Payments thereunder , the Payments shall be reduced by the Company in a manner and order of priority that provides Executive with the lar gest net after -tax value; provided that payments of equal after -tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A. 13.Assignment . This Agreement and Executive’ s rights under this Agreement are personal to Executive and shall not be assignable by Executive. The Company may , by written notice to Executive, assign this Agreement to any af filiated or successor to all or substantially all of the business and assets the Company and then only so long as such af filiate or successor assumes and agrees, in such form and substance as is reasonably satisfactory to Executive, to perform all of the Company’ s duties, responsibilities, obligations and liabilities hereunder , including without limitation upon the termination of the Employment Term; provided, however , the termination of Executive’ s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Executive’ s employment by such affiliate or successor upon the identical terms and provisions of this Agreement shall not be deemed to constitute a termination of the Employment Term. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 14.Notices . All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally , (b) one (1) day after being sent by a reputable commercial overnight service signature required, (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, (d) or , if by electronic communication, when sent to the email address set forth below for each party or at such other addresses as the parties may later designate in writing: 14 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 14/32 If to the Company: EVO Transportation & Ener gy Services, Inc. 2075 W. Pinnacle Peak Rd., Suite 130 Phoenix, AZ 85027 Attention:\\tMichael Bayles, Chief Executive Of ficer \\t\\[email protected] If to Executive: Bruce Kalem 12 Ransom Hollow Hattiesbur g, MS 39402 [email protected] 15.Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision. 16.Integration . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration or modification of any of the provisions of this Agreement will be binding unless in writing that specifically refers to this Agreement and is signed by Executive and a duly authorized representative of the Company . 17.Waiver of Breach . The waiver of a breach of any term or provision of this Agreement must be in writing and will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. 18.Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. 19.Governing Law . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by , the laws of the State of Delaware without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts located in Maricopa County , Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement, Executive’ s employment by the Company , or for recognition or enforcement of any judgment. 20.Acknowledgment . Executive acknowledges that he has had the opportunity to 15 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 15/32 discuss this Agreement with and obtain advice from his private attorney , has had suf ficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 21.Counterparts . This Agreement may be executed in counterparts, and may delivered personally or by facsimile or electronic transmission, and each counterpart will have the same force and ef fect as an original and will constitute an ef fective, binding agreement on the part of each of the undersigned parties. {Signature Page Follows} 16 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 16/32 IN WITNESS WHEREOF , each of the parties has executed this Employment Agreement, in the case of the Company by its duly authorized of ficer, as of the Ef fective Date in the preamble hereof. COMP ANY : EVO Transportation & Ener gy Services, Inc. By: /s/ Michael Bayles\\t Name: Michael Bayles Title: Chief Executive Of ficerEXECUTIVE: By: /s/ Bruce Kalem\\t Name: Bruce Kalem \\t 17 17 17 17 17 17 17 17 17 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 17/32 [Date] [Via \\t] 18 18 18 18 18 18 18 18 18 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 18/32 Exhibit A Form of Release 19 19 19 19 19 19 19 19 19 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 19/32 Personal and Confidential 20 20 20 20 20 20 20 20 20 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 20/32 Executive [Executive Address] Re:\\tSeparation Agreement and Release Dear Executive: As you know , your employment with EVO Transportation & Energy Services, Inc. (the “Company ”) ended effective at the close of business on [Date] pursuant to Section 2 of your Executive Employment Agreement with the Company dated as of INSER T, 2023 (the “Employment Agreement ”). The purpose of this Separation Agreement and Release letter (“Agreement ”) is to set forth the specific separation pay and benefits that the Company will provide you as set forth in Section 2 of your Employment Agreement in exchange for your agreement to the terms and conditions of this Agreement. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Employment Agreement. By your signature below , you agree to the following terms and conditions: 1. End of Employment . Your employment with the Company ended effective at the close of business on [Date]. Upon your receipt of your final paycheck, which includes payment for services through [Date], you will have received all wages, compensation and benefits owed to you by virtue of your employment with the Company or termination thereof. If applicable, information regarding your right to elect COBRA coverage will be sent to you via separate letter . You are not eligible for any other payments or benefits by virtue of your employment with the Company or termination thereof except for those expressly described in this Agreement. You will not receive the separation pay and benefits described in Section 2 of this Agreement if you (i) do not sign this Agreement and return it to the Company by the Offer Expiration (as defined below), (ii) rescind this Agreement after signing it, or (iii) violate any of the terms and conditions set forth in this Agreement. 2. Separation Pay and Benefits . Specifically in consideration of your signing this Agreement and subject to the limitations, obligation s, and other provisions contained in this Agreement, the Company agrees as follows: 21 21 21 21 21 21 21 21 21 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 21/32 22 22 22 22 22 22 22 22 22 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 22/32 a. [See Employment Agreement] 3. Release of Claims . Specifically in consideration of the separation pay and benefits described in Section 2 hereof, and the release provided to you by the Company below , by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following: a. You hereby do release and forever dischar ge the “Released Parties” (as defined in Section 3(e) below) of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability , damages, claims for punitive or liquidated damages, claims for attorney’ s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever , you have or might have against them or any of them, whether known or unknown, in law or equity , contract or tort, arising out of or in connection with your employment or independent contractor engagement with the Company , or the termination of that employment or engagement, or otherwise, and however originating or existing, from the beginning of time through the date of your signing this Agreement. b. This release includes, without limiting the generality of the foregoing, any claims you may have for, wages, bonuses, commissions, penalties, deferred compensa tion, vacation, sick, and/or paid time off (PTO) pay, separation pay and/or benefits; tortious conduct, defamation, libel, slander , invasion of privacy , negligence, emotional distress; breach of implied or express contract, estoppel; wrongful dischar ge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment); violation of any of the following: the United States Constitution, the Dela ware Constitution, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Arizona wage laws, Arizona equal pay laws, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Occupational Health and Safety Act, Arizona right to work laws, Arizona employee drug testing laws, the Arizona Medical Marijuana Act, Arizona genetic testing laws, the Arizona criminal code , any paid sick leave law, any local human rights ordinance, Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act, 42, the Worker Adjustment & Retraining Notification Act (the WARN Act), U.S.C. § 12101 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; any claim for retaliation; all waivable claims arising under Indiana and local statutes. You hereby waive any and all relief not provided for in this Agreement. You understand and agree that, by signing this Agreement, you waive and release any claim to employment with the Company . 23 23 23 23 23 23 23 23 23 LEGAL_US_E # 168595263.6 A-2316/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 23/32 c. If you file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above in Section 1 above are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive, and agree not to take, any award of money or other damages from such charge, complaint, or action. Notwithstanding the foregoing, you do not waive your right to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a governmental agency . d. You are not, by signing this Agreement, releasing or waiving (1) any vested interest you may have in any stock options, warrants or other equity , or 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may arise after the Agreement is signed, (3) the post-employment payments and benefits specifically promised to you under Section 2 of this Agreement, (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (5) any rights you have to workers compensation benefits, (6) any rights you have under unemployment compensation benefits laws, (7) the right to file a charge or complaint with a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency, subject to Section 3(c) above, (8) the right to communicate with, testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the EEOC, NLRB, OSHA, SEC or other governmental agency, (9) any rights you may have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (10) any rights arising under any agreements between you and the Company related to any equity interests you may have in the Company. e. The “Released Parties ,” as used in this Agreement, shall mean the Company and its parent, subsidiaries, divisions, affiliated entities, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of the Released Parties in their of ficial and individual capacities. f. In consideration for the promises, including the Release of Claims of the Company by you, the Company agrees to release and forever dischar ge you of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability , damages, claims for punitive or liquidated damages, claims for attorneys’ fees, costs and disbursements, demands of any kind whatsoever (collectively “ Claims ”), which it has or might have against you 24 24 24 24 24 24 24 24 24 LEGAL_US_E # 168595263.6 A-2416/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 24/32 or your agents, servants, heirs, or legal representatives, whether known or unknown, in law or equity , contract or tort, to the extent arising out of or in connection with your employment or independent contractor engagement with the Company , and however originating or existing, from the beginning of time through the date of execution of this Agreement, except for those Claims arising from fraudulent or intentional misconduct by you. 4. Notice of Right to Consult Attorney and Twenty-One (21) Calendar Day Consideration Period . By signing this Agreement, you acknowledge and agree that the Company has informed you by this Agreement that (1) you have the right to consult with an attorney of your choice prior to signing this Agreement, and (2) you are entitled to at least Twenty-One (21) calendar days from your receipt of this Agreement to consider whether the terms are acceptable to you. You have the right, if you choose, to sign this Agreement prior to the expiration of the Twenty-One (21) day period. 5. Notification of Rights under the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.) . You are hereby notified of your right to rescind the release of claims contained in Section 3 with regard to claims arising under the federal Age Discrimination in Employm ent Act, 29 U.S.C. § 621 et seq.), within seven (7) calendar days of your signing this Agreement. In order to be effective, the rescission must (a) be in writing; (b) delivered to Jared Brown, Head of Human Resources, EVO Transportation & Energy Services, Inc., 2075 West Pinnacle Peak Road, Suite 130, Phoenix, AZ 85027, by hand or mail within the required period; and (c) if delivered by mail, the rescission must be postmarked within the required period, properly addressed to Jared Brown, as set forth above, and sent by certified mail, return receipt requested. You understand and agree that if you rescind any part of this Agreement in accordance with this Section 5, the Company will have no obligation to provide you the payments and benefits described in Section 2 of this Agreement and you will be obligated to return to the Company any payment(s) and benefits already received in connection with Section 2 of this Agreement. 6. Return of Property . You acknowledge and agree that all documents and materials relating to the business of, or the services provided by, the Company are the sole property of the Company . You agree and represent that you have returned to the Company all of its property , inclu ding but not limited to, all data, files, documents and property within your possession or control, which in any manner relate to the business of, or the duties and services you performed on behalf of the Company . 7. On-Going Obligations . If you breach any term of this Agreement or Section 9 of your Employment Agreement, the Company shall be entitled to its available legal and equitable 25 25 25 25 25 25 25 25 25 LEGAL_US_E # 168595263.6 A-2516/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 25/32 remedies, including but not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect. 8. Cooperation .\\tYou agree that through \\t[THE SEVERANCE PERIOD], you will cooperate with and respond to the Company in a timely and helpful manner via email or telephone should it have questions for you regarding your work for the Company such as, but not limited to, status of projects, location of data and documents, and passwords, provided that (i) such questions must be reasonable in volume and time commitment, and (ii) you may be required to spend up to a maximum of five (5) hours per month providing such cooperation and responses. 9. Non-Disparagement and Confidentiality . The Company and you promise and agree not to disparage one another or the Released Parties, the Company’ s employees, produ cts or services. You further promise and agree not to disclose or discuss, directly or indirectly , in any manner whatsoever , any information regarding the substance and/or nature of any dispute between the Company and any employee or former employee, including yourself. You agree that the only people with whom you may discuss this confidential information are your legal and financial advisors and your spouse, if applicable, provided they agree to keep the information confide ntial, federal and state tax authorities , the state unemployment compensation department, other govern ment agencies, or as otherwise required by law. The Company and you will reach a mutually agreeable statement regarding any termination under the Agreement. 10. Remedies . If either party breaches any term of this Agreement or the Employment Agreement, the prevailing party shall be entitled to its available legal and equitable remedies. For Company , this also includes but is not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreemen t shall remain in full force and ef fect. 11. Non-Admission . It is expressly understood that this Agreement does not constitute, nor shall it be construed as, an admission by the Released Parties or you of any liability or unlawful conduct whatsoever . The Released Parties and you specifically deny any liability or unlawful conduct. 26 26 26 26 26 26 26 26 26 LEGAL_US_E # 168595263.6 A-2616/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 26/32 12. Successors and Assigns . This Agreement is personal to you and may not be assigned by you without the written agreement of the Company . The rights and obligations of this Agreement shall inure to the successors and assigns of the Released Parties. 13. Enforceability . If a court finds any term of this Agree ment to be invalid, unenforceable, or void, the parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term shall be severed and all other terms of this Agreement shall remain in ef fect. 14. Law, Jurisdiction and Venue, Jury Trial Waiver . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Delaware, without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts located in Maricopa County , Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment. 15. Full Agreement . This Agreement contains the full agreement between you and the Released Parties as to your employment with the Company or termination thereof and may not be modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings between the parties as to your employment with the Company or termination thereof. Notwithstanding the foregoing, if you have previously signed an agreement or agreements with the Company containing confidentiality , trade secret, noncompe tition, nonsolicitation, intellectual property , return of property , and/or similar provisions your obligations under such agreement(s) (including, without limitation, under Section 10 of your Employment Agreement) shall continue in full force and effect according to their terms and will survive the termination of your employment. 16. Counterparts . This Agreement may be executed by facsimile or electronic transmission and in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. 17. Acknowledgment of Reading and Understanding . By signing this Agreement, you acknowledge that you have read this Agreement, including the release of claims contained in Section 3, and understand that the release of claims is a full and final release of all claims you may 27 27 27 27 27 27 27 27 27 LEGAL_US_E # 168595263.6 A-2716/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 27/32 have against the Company and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that you have entered into this Agreement knowingly and voluntarily . 28 28 28 28 28 28 28 28 28 LEGAL_US_E # 168595263.6 A-2816/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 28/32 The deadline for accepting this Agreement is 5:00 p.m. on the 22nd calendar day following your receipt of this Agreement (the “Offer Expiration ”). If not accepted by such time, the offer contained herein will expire. After you have reviewed this Agreement and obtained whateve r advice and counsel you consider appropriate regarding it, please evidence your agreement to the provisions set forth in this Agreement by dating and signing the Agreement. Please then return a signed Agreement to me no later than the Of fer Expiration. Please keep a copy for your records. We wish you all the best. Sincerely , EVO Transportation & Ener gy Services, Inc. ACKNOWLEDGMENT AND SIGNA TURE By signing below , I, \\t, acknowledge and agree to the following: •I have had adequate time to consider whether to sign this Separation Agreement and Release. •I have read this Separation Agreement and Release carefully . •I understand and agree to all of the terms of the Separation Agreement and Release. •I am knowingly and voluntarily releasing my claims against the Company and the other persons and entities defined as the Released Parties. •I have not, in signing this Agreement, relied upon any statements or explanations made by the Company except as for those specifically set forth in this Separation Agreement and Release. 29 29 29 29 29 29 29 29 29 29 29 29 2916/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 29/32 29 LEGAL_US_E # 168595263.6 A-2916/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 30/32 •I intend this Separation Agreement and Release to be legally binding. •I am signing this Separation Agreement and Release on or after my last day of employment with the Company . Accepted this \\tday of \\t, 20 . 30 30 30 30 30 30 30 30 30 30 30 30 30 30 LEGAL_US_E # 168595263.6 A-3016/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 31/3216/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"The Executive shall be entitled to reimbursement of travel and lodging expenses.\", \"clause_type\": \"Reimbursement\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Covers standard business-related expenses.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 2 evoa-ex10_1.htm EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “ Agreement ”) is entered into and ef fective as of February 8, 2023 (the “ Effective Date ”), by and between EVO Transportation & Ener gy Services, Inc. (the “ Company ”) and Bruce Kalem, a Mississippi resident (“ Executive ”). 1.Duties and Scope of Employment . (a)Positions and Duties . During the Employment Term (as defined below), Executive will be employed as Chief Financial Of ficer of the Company and will report directly to the CEO and shall also be subject to the direction of the Company’ s Board of Directors (the “ Board ”) or duly authorized committees thereof. Executive’ s authority , duties, and responsibilities will correspond to Executive’ s position and will include any particular authority , duties, and responsibilities consistent with the Executive’ s position that the Company may reasonably assign to Executive from time to time, including without limitation oversight over all financial reporting, treasury , accounting, planning and analysis and other finance related functions. (b)Obligations . During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently observe all of his obligations to the Company . Executive agrees to devote his full business time and ef forts, ener gy and skill to his employment at the Company , and Executive agrees to apply all his skill and experience to the performance of his duties and advancing the Company’ s interests. The foregoing shall not preclude Executive from (A) engaging in lawful of f-duty conduct, including serving as a director , trustee or of ficer of a civic, charitable, educational or religious or ganization or (B) engaging in passive investments, including but not limited to real estate investments as long as such activities do not materially interfere or conflict with Executive’ s responsibilities to or his abilities to perform his duties hereunder , and do not create any business conflicts for the Company; provided that, in the event that Executive engages in the conduct described in clause (A), he will promptly disclose such conduct in reasonable detail to the Company . During the Employment Term, Executive may not perform services as an employee or consultant of any other competitive organization and Executive will not assist any other person or or ganization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company . Executive shall comply in all material respects with and be bound by Company’ s operating policies, procedures, and practices in ef fect during his employment that apply to all executive-level employees of the Company . By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company . (c)Employment Term. The term of this Agreement shall be two (2) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the “ Initial T erm”). Unless earlier terminated pursuant to the terms herein, the Initial Term shall be automatically renewed for consecutive additional one-year terms (each, a “ Renewal T erm”) 1 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 1/32 upon the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice (pursuant to Section 14 of this Agreement) specifying that the term of Executive’ s employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein. The Executive’ s period of employment hereunder is referred herein as the “ Employment T erm,” whether the Initial Term, the then-current Renewal Term or the shorter period through the date of an earlier termination thereof as provided elsewhere herein. The notice of non-renewal given by the Company is referred to herein as the “ Company’ s Non-Renewal .” The notice of non-renewal given by Executive is referred to herein as the “ Executive’ s Non-Renewal .” (d)Place of Performance . Executive will primarily work under a hybrid arrangement between his current home in Hattiesbur g, Mississippi and EVO’ s office in Phoenix, AZ. Executive understands and agrees that he will be required to work out of the Phoenix, AZ of fice at least thirty (30) weeks per year . His duties will include travel including but not limited to travel to of fices of the Company , its Affiliates, and such other business travel as is requested by the Company’ s Chief Executive Of ficer and as reasonably necessary and appropriate to the performance of Executive’ s duties hereunder , subject to reimbursement of expenses pursuant to Section 6 below . 2.At-W ill Employment . The parties agree that Executive’ s employment with the Company will be “at-will” employment and may be terminated at any time, upon written notice, either by the Company without Cause (in any such case, “ Company’ s At-W ill Termination ”) or by Executive without Good Reason (in any such case, “ Executive’ s At-W ill Termination ”). Executive understands and agrees that neither his job performance for , nor promotions, commendations, bonuses or the like from, the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company . However , as described in this Agreement, Executive may be entitled to Severance Pay (defined below) and Severance Benefits (defined below) depending upon the circumstances of the termination of the Employment Term as set forth in Section 8(b) below . 3.Compensation . (a)Initial Base Salary . During the Employment Term, the Company will pay Executive an annual base salary as compensation for his services (the “ Base Salary ”) of $240,000. The Base Salary will be paid periodically in accordance with the Company’ s normal payroll practices. The Base Salary will be subject to review and increases will be made based upon the Company’ s standard practices. (b)Annual Incentive Bonus . During the Employment Term, Executive will be eligible to earn an annual incentive bonus (an “ Annual Bonus ”) under the same or substantially same bonus arrangement, plan or program as in ef fect for other executive-level employees of the Company from time to time and based upon the same general objective standards as are applied to the other executive-level employees of Company , as determined by 2 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 2/32 the Company in its sole discretion. Consistent therewith, the Compensation Committee of the Board (the “Compensation Committee ”) will determine in its sole discretion Executive’ s target bonus opportunity and the criteria for earning such bonus, as well as Executive’ s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for such year . Notwithstanding the foregoing, the target bonus opportunity for 2023 shall not be less than 15% of Base Salary . Any Annual Bonus that is earned and becomes payable pursuant to this Section 3(b) will be paid no later than March 31 s t of the calendar year immediately following the calendar year to which the Annual Bonus relates. Executive must remain employed by the Company through December 31 of the applicable calendar year to be eligible to earn an Annual Bonus for such year; provided, however , that if the Employment Term ends prior to December 31 by reason of either termination by Executive for Good Reason or by the Company’ s At-W ill Termination, the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in such year , however , the Annual Bonus will be paid on March 31 the following calendar year regardless of the termination date. The determinations of the Compensation Committee with respect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was in violation of the terms and provision of this Section 3(b) or the applicable program, plan or arrangement. (c)Equity . During the Employment Term, Executive will be eligible to receive awards of stock options or other forms of equity (including restricted stock units) pursuant to the same or substantially same stock option arrangement, plan or program as in ef fect for other executive-level employees of the Company from time to time and based upon the same objective standards as are applied to the other executive-level employees of Company . Consistent therewith, the Compensation Committee will determine whether Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of the applicable program, plan or arrangement that may be in ef fect from time to time. Upon Executive’ s termination from the Company by the Executive for Good Reason, by the Company’ s At-W ill Termination, or by the Company’ s Non-Renewal, Executive shall retain all Company shares and vested equity and all Performance Units and Stock Bonuses then held by the Executive will vest and/or continue to vest in the manner determined by the Compensation Committee as set forth in the agreement evidencing such Performance Units or Stock Bonuses. Upon a termination for Cause or an Executive’ s At-W ill Termination, (i) any incentive Award will immediately terminate without notice of any kind, (ii) no Options or Stock Appreciation Rights then held by the Executive will thereafter be exercisable, (iii) all Restricted Stock Awards then held by the Executive that have not vested will be terminated and forfeited, (iv) all vested and unvested Performance Units and Stock Bonuses then held by the Executive will be terminated and forfeited. (d)Initial Equity Grant . (i) Employee shall receive 1,426,493 restricted stock units (the “RSUs ”), which shall vest as follows: (x) one-third shall vest on the first anniversary of the Effective Date; (y) one-third shall vest on the second anniversary of the Effective Date; and (z) the remaining one-third shall vest on the third anniversary of the Effective Date. The RSUs shall be governed by the EVO Transportation & Energy Services, Inc. 2018 Stock Inventive Plan (the “Company Stock Option Plan ”) and be on terms and conditions that are substantially similar to the terms and conditions 3 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 3/32 governing equity awards to the Company’ s senior officers; provided, that, in the event of a Change in Control (as defined in the Company Stock Option Plan) all of the RSUs held by Executive shall automatically vest. (ii) Notwithstanding anything to the contrary contained in Section 12 of Company Stock Option Plan, all vested stock options or other equity awards issued under this Agreement shall be exercisable by the Executive during the full option period associated with such equity awards if termination of employment is the result of (A) Death, Disability , Retirement (as defined in the Company Stock Option Plan), (B) termination by Executive for Good Reason or by the Company’ s At-W ill Termination or (C) the Company’ s Non-Renewal or the Executive’ s Non-Renewal. This Section 3(d)(ii) shall apply to and control any equity awards issued by the Company to Executive regardless of whether the grant certificate contains this provision. (iii) The Company represents and warrants that (A) the Company Stock Option Plan is in full force and ef fect and has not been modified or amended since the date thereof and (B) as of the date hereof the Company has authorized for issuance and reserved the requisite number of shares under the Company Stock Option Plan to fulfill its obligations to Executive under this Section 3(d) . 4.Employee Benefits . During the Employment Term, Executive will be entitled to participate in the employee benefit plans and programs currently and hereafter maintained by the Company of general applicability to other executive-level employees and to employees generally of the Company , subject to eligibility requirements and the applicable terms and conditions of the subject plan or program and the determination of any committee uniformly administering such plan or program. The Company reserves the right to cancel or change the benefit plans and programs it of fers to its employees at any time. In addition, the Company will cause Executive to be covered by a directors and of ficers liability insurance policy in an amount and scope of coverage customary for the size and industry of the Company’ s business (but in no event less than $2,000,000 commencing on the date of this Agreement. The Company agrees to indemnify Executive (including advance of expenses) and hold Executive harmless to the fullest extent permitted by applicable law and the bylaws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from Executive’ s good faith performance of Executive’ s duties and obligations with the Company . Disputes between the Executive and the Company are not covered by the for going indemnity provision. 5.Vacation . During the Employment Term, Executive will be entitled to paid vacation or paid time off of not less than twenty (20) days per calendar year , prorated for any partial calendar year of employment, in accordance with the Company’ s standard vacation or paid time of f policy (including, without limitation, its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations mutually and reasonably agreed to by Executive and the Company . 6.Housing and Automobile . EVO will reimburse Executive up to $2,650 per month during the term of this Agreement for rent, utilities, furniture rental and other reasonable housing related expenses. Such expenses must be documented, itemized and 4 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 4/32 submitted for approval to the Company for payment. In addition, EVO will provide Executive, at the Company’ s sole discretion, a light vehicle for Executive’ s use. 7.Expenses . During the Employment Term, the Company will reimburse Executive for reasonable travel, lodging, meal, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’ s duties hereunder , including up to $3,000 per year for continuing professional education, in accordance with the Company’ s expense reimbursement policy as in ef fect from time to time; provided, that reimbursement for airfare shall be limited to (i) one round-trip flight per month between Executive’ s state of residence and Phoenix, Arizona; (ii) up to six (6) round-trip coach flights annually for travel by Executive’ s wife between Mississippi and Phoenix, Arizona; and (iii) other air travel approved in advance by the CEO or Board. 8.Accrued Obligations; Severance; COBRA . (a)Accrued Obligations . Upon the termination or expiration of the Employment Term for any reason, Company shall pay to Executive the following: (i) all unpaid Base Salary through the last day of the Employment Term; (ii) all unreimbursed expenses that otherwise are payable to Executive pursuant to Section 7 above, and (iii) all other accrued payments or benefits to which Executive is entitled and has earned under the terms of any applicable compensation, bonus, award or similar arrangement, plan or program, subject to Section 3(b) with respect to bonus accrual and eligibility (collectively , the “ Accrued Obligations ”). The Accrued Obligations shall be paid to Executive in a lump sum in cash within sixty (60) days following the termination or expiration of the Employment Term, unless otherwise required by law or the terms of the applicable arrangement, plan or program, in which case the same shall be paid as soon as permitted thereunder . (b)Severance . If the Employment Term ends by reason of termination by Executive for Good Reason or by the Company’ s At-W ill Termination, the Company shall pay to Executive (“ Severance Pay ”) an amount equal to three (3) months base salary . The Severance Pay shall be paid by the Company to Executive in substantially equal monthly installments, in accordance with the Company’ s standard payroll procedures, commencing on the 60th day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the Release Agreement set forth in Section 9(a) below have expired without revocation. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’ s Non-Renewal, by Executive’ s Non-Renewal of the Initial Term or any Renewal Term, by Executive’ s At-W ill Termination, or due to Executive’ s death or disability , no Severance Pay will be owing or paid to Executive. (c)COBRA . If the Employment Term ends by reason of termination by Executive for Good Reason, by the Company’ s At-W ill Termination, or by the Company’ s Non-Renewal, to the extent Executive and Executive’ s spouse and/or dependent children properly (and timely) elect COBRA continuation coverage under the Company’ s group health insurance plan, the Company shall pay , on Executive’ s behalf, the portion of the premiums due for such coverage representing the Company’ s contribution to health insurance premiums for the Executive for a period beginning on the date the Employment Term so ended and ending on the earliest to occur of (as applicable, “ Severance Benefits ”) (i) the date on which Executive is 5 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 5/32 no longer entitled to COBRA continuation coverage under the Company’ s group health insurance plan, (ii) the last day of the month that includes or immediately precedes the first day that Executive is covered under another employer ’s group health insurance plan or (iii) the last day of the month in which Executive receives his final Severance Pay payment; provided, however , that notwithstanding the foregoing or any other provision in this Agreement to the contrary , the Company may unilaterally amend this Section 8(c) or eliminate the benefit provided hereunder , upon written notice to Executive, but only if and to the extent necessary to avoid the imposition of excise taxes, penalties or similar char ges on the Company , including, without limitation, under Code Section 4980D. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’ s Non-Renewal or Executive’ s Non-Renewal of the Initial Term or any Renewal Term, by Executive’ s At-W ill Termination, or due to Executive’ s death or disability , no Severance Benefits will be owing to Executive. 9.Conditions to Receipt of Severance Pay and Severance Benefits . (a)Release of Claims . The receipt of Severance Pay and Severance Benefits will be subject to Executive signing, delivering, not revoking and complying with a general release and waiver of claims in favor of the Company and its of ficers, directors and Affiliates in substantially the form attached hereto as Exhibit A. (b)Compliance with Covenants . The receipt of Severance Pay and Severance Benefits will be subject to Executive’ s compliance with Sections 10(a) , 10(b) , 10(c) and 10(d) of this Agreement. In the event Executive breaches any of Sections 10(a) , 10(b) , 10(c) or 10(d) , (i) all remaining payments of Severance Pay and/or Severance Benefits to which Executive otherwise is entitled pursuant to Section 8(b) and Section 8(c) will immediately cease, and (ii) Executive will repay , or cause to be repaid, to the Company the full amount of any payments of Severance Pay and Severance Benefits previously paid by the Company to Executive or on behalf of Executive pursuant to Section 8(b) and/or Section 8(c) prior to the date of such breach. 10.Restrictive Covenants . (a)Non-Competition . In recognition of the consideration provided herein, and in connection with the protection of the Company’ s Confidential Information, trade secrets and customer contacts, Executive agrees that, during the Employment Term and ending on the later to occur of (i) the six (6) month anniversary following the termination or expiration of the Employment Term or (ii) the last day of the Severance Pay period as set forth in Section 8(b) (as applicable, the “ Restricted Period ”), Executive shall not either directly or indirectly , whether for consideration or otherwise: (i) engage in (except on behalf of the Company or any of its Affiliates), or compete with the Company or any of its Affiliates in, a Competing Business (as defined in Section 1 1(d)) anywhere in the Territory (any such entity , a “Competing Entity ”); or (ii) form or assist others in forming, be employed by , perform services for , become an of ficer, director , member or partner of, or participant in, or consultant or independent contractor to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise) or lend Executive’ s name, counsel or assistance to, any Competing Entity . Notwithstanding the foregoing provisions of this Section 10(a) , the parties agree that during the Term Executive may provide consulting services to Central Freight Lines, Inc. up to a maximum of ten (10) hours per month. 6 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 6/32 (b)Non-Solicitation . In recognition of the consideration provided herein, Executive agrees that, during the Restricted Period, Executive shall not either directly or indirectly , whether for consideration or otherwise: (i) solicit or accept business from any customer of the Company for the purpose of providing goods or services in a Competing Business or solicit or induce any customer of the Company to terminate, reduce or alter in a manner adverse to the Company , any existing business arrangement or agreement with the Company , (ii) be employed by any customer of the Company or (iii) solicit, hire, attempt to solicit or attempt to hire any person who is or was an employee of the Company or any of its Affiliates at any time during the twelve (12) months prior to such solicitation or hire. (c)Non-Disclosure and Non-Use of Confidential Information . (i)At all times, Executive agrees that he will not, either directly or indirectly , (w) divulge, use, disclose (in any way or in any manner , including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter , author , producer or similar person or entity; (x) take any action that would make available Confidential Information to the general public in any form; (y) take any action that uses Confidential Information to solicit any customer of the Company or prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months) in violation of Section 10(b) ; or (z) take any action that uses Confidential Information for solicitation of, or marketing for , any service or product on Executive’ s behalf or on behalf of any entity other than the Company or its Affiliates with which Executive was in fact associated, except (A) as required in connection with the performance of such Executive’ s duties to the Company or any of its Affiliates, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law , order , regulation, ruling or governmental request applicable to Executive, (E) as required in connection with an audit by any taxing authority , or (F) as permitted by the express written consent of the Company . (ii)In the event Executive is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Executive shall, to the extent not prohibited by applicable law , rule or regulation, promptly notify the Company of such pending disclosure and assist the Company (at the Company’ s sole expense, which will be advanced to Executive concurrently with such assistance) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive is required to disclose such Confidential Information, Executive may disclose that portion of the Confidential Information (A) which counsel to Executive advises Executive that he is required to disclose or (B) which could subject Executive to be liable for contempt or suf fer censure or penalty . In such cases, Executive shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, emails, texts, blogs and websites). 7 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 7/32 (iii)Executive is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA ”), that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government of ficial, either directly or indirectly , or to an attorney , (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) where the disclosure of a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Executive is hereby notified under the DTSA that, if an individual files a lawsuit for retaliation by an employer for reporting a suspected violation of law , the individual may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding if the individual (Y) files any document containing the trade secret under seal; and (Z) does not disclose the trade secret, except pursuant to court order . In the event it is determined that disclosure of the trade secrets was not done in good faith pursuant to the above, Executive understand that Executive may be subject to damages under federal criminal and civil law , including punitive damages and attorneys’ fees. (d)Inventions and Patents; Third Party Information . The results and proceeds of Executive’ s services to the Company (whether prior to or during the Employment Term), including, without limitation, any works of authorship related to the Company resulting from Executive’ s services during Executive’ s employment with the Company and any works in progress will be works-made-for -hire. Works made for hire shall not include Executive’ s image, likeness, or personal social media accounts. The Company will be deemed the sole owner throughout the universe of such works-made-for -hire and any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever . If, for any reason, any of such results and proceeds will not legally be a work-made-for -hire or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign to the Company any and all of Executive’ s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed. The Company will have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever . Executive will, from time to time, as may be reasonably requested by the Company , and at the Company’ s sole expense, sign such documents and assist the Company to establish or document the Company’ s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright or patent applications or assignments. To the extent Executive has any rights in any such results and proceeds that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the right to enforce such unassignable rights. This Section 10(d) is subject to, and will not be deemed to limit, restrict or constitute any waiver by the Company of, any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being Executive’ s employer . This Agreement does not apply to an invention or other works of authorship for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Executive’ s own time, and (i) which does not relate (A) directly to the business of the Company or (B) to 8 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 8/32 the Company’ s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by Executive for the Company hereunder . (e)Enforcement; Remedies . Executive acknowledges that the covenants set forth in Sections 10(a) , 10(b) , 10(c) and 10(d) impose a reasonable restraint on Executive in light of the business and activities of the Company and its Affiliates. Executive acknowledges that a breach of Sections 10(a) , 10(b) , 10(c) or 10(d) by Executive may cause serious and potentially irreparable harm to the Company and its Affiliates. Executive therefore acknowledges that a breach of Sections 10(a) , 10(b) , 10(c) or 10(d) by Executive cannot be adequately compensated in an action for damages at law , and equitable relief may be necessary to protect the Company and its Affiliates from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that the Company may be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach or threatened breach of this Agreement. Executive acknowledges, however , that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive. (f)Modification . In the event that any provision or term of Sections 10(a) , 10(b) , 10(c) or 10(d) , or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 10(a) or 10(b) ) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be ef fective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent as to which it may be enforceable under applicable law . Such modified restriction(s) shall be enforced by a court having jurisdiction. In the event that a court finds certain provisions herein unenforceable and such modification is not possible, because each of Executive’ s obligations in Sections 10(a) , 10(b) , 10(c) and 10(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforceable. 11.Definitions . For purposes of this Agreement, the following defined terms have the following meanings: (a)“Affiliate ” means, with respect to the Company , any corporation, limited liability company , partnership, business trust or or ganization, or other entity directly or indirectly controlling, controlled by or under common control with the Company , where control means (i) holding more than 50% of the voting interests of the entity , or (ii) having the authority to direct the management and policies of the entity . (b)“Cause ” means any of the following: (i) Executive was char ged with, convicted of, or pled no contest to a felony or crime involving dishonesty , wrongful taking of property , immoral conduct that impairs Executive’ s ability to perform services for the Company or results in harm to the Company , bribery or extortion; (ii) willful material misconduct by Executive in connection with the business of the Company and its Affiliates; (iii) Executive’ s continued failure or refusal to satisfactorily perform his responsibilities to the Company under 9 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 9/32 this Agreement (as reasonably determined by the Board); (iv) Executive’ s continued failure to follow the lawful, clear and reasonable direction of the CEO or the Board (other than any such failure resulting from incapacity due to physical or mental illness); (v) Executive’ s failure to comply with or a breach of (x) any rule or regulation applicable to the Company or its Affiliates, or (y) the Company’ s written code of conduct and business ethics or other material written policy , or procedure; (vi) Executive’ s material breach of this Agreement; (vii) Executive’ s fraud, misappropriation, theft or dishonesty against the Company , its Affiliates or its customers; (viii) Executive’ s engagement in conduct that is materially harmful to the Company or its Affiliates; or (ix) Executive’ s willful attempt to obstruct or willful failure to cooperate with any investigation authorized by the Board or any governmental or self-regulatory entity . Any determination of Cause by the Company shall be made by a resolution approved by a majority of the members of the Board, provided that with respect to Sections 1 1(b)(iii) , 11(b)(iv) , 11(b)(v) , 11(b)(vi) , and 11(b)(viii) and notwithstanding any other provision of this Agreement to the contrary , Company shall not terminate the Employment Term for Cause unless (x) the Company notifies Executive in writing of such determination within ninety (90) days following the Company’ s first knowledge of the existence thereof (which notice specifically identifies the reasons and details therefore), (y) Executive fails to remedy the same within fifteen (15) days after the date on which Executive received such notice (the “ Remedial Period ”), and (z) the Company terminates the Employment Term for Cause within thirty (30) days after the end of the Remedial Period. In the event Executive is served notice under Section 1 1(b)(iii) , remedies the same, and is subsequently served with a second notice under Section 1 1(b)(iii) , no such Remedial Period will apply , and termination will become ef fective thirty (30) days from the second notice. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company . (c)“Code ” means the Internal Revenue Code of 1986, as amended. (d)“Competing Business ” means (i) a business that is engaged in the acquisition or operation of compressed natural gas fueling stations, (ii) a business that is engaged in providing freight trucking services to the United States Postal Service, or (iii) any other business in which the Company or any of its Affiliates (other than Antara Capital LP and its Affiliates) is then-currently engaged or was engaged at any time in the twelve (12) month period prior to Executive’ s last day of employment with the Company . (e)“Confidential Information ” means confidential or proprietary information and/or techniques of the Company or its Affiliates entrusted to, developed by , or made available by the Company or any of its Affiliates to Executive during the Employment Term, whether in writing, in computer form, reduced to a tangible form in any medium, or conveyed orally , that is not generally known by others in the form in which it is or was used by the Company or its Affiliates. Examples of Confidential Information include, without limitation: (i) sales, sales volume, sales methods, sales proposals, business plans or statements of work; (ii) customers of the Company , prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months), and customer records, including contact and preference information; (iii) costs of goods or services char ged by vendors and 10 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 10/32 suppliers to the Company; (iv) prices char ged to specific customers and non-public general price lists and similar pricing information; (v) terms of contracts with customers; (vi) non- public information and materials describing or relating to the financial condition and af fairs of the Company or its Affiliates, including but not limited to, financial statements, budgets, projections financial and/or investment performance information, research reports, personnel matters, products, services, operating procedures, organizational responsibilities and marketing matters, policies or procedures; (vii) non-public information and materials describing existing or new processes, products and services of the Company or its Affiliates, including marketing materials, analytical data and techniques, and product, service or marketing concepts under development, and the status of such development; (viii) the business or strategic plans of the Company or its Affiliates; (ix) the information technology systems, network designs, computer program code, and application practices of the Company or its Affiliates; (x) acquisition candidates of the Company or its Affiliates or any studies or assessments relating thereto; and (xi) trademarks, service marks, trade secrets, trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does not include either (y) information that, other than as a result of a breach by Executive of this Agreement, is or becomes generally known to and available for use by the public or (z) information that is, at any time, either on the Company’ s website or is in brochures, advertising and other materials furnished or provided to customers of the Company and prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months). (f)“Disability ” means Executive’ s inability to perform one or more essential functions of his position, after taking into account reasonable accommodations, by reason of any medically diagnosed physical or mental impairment and such inability continues for a period of at least ninety (90) consecutive calendar days. A determination of such Disability will be made by a physician reasonably acceptable to the Company and Executive (or , if applicable, his spouse or legal representative). (g)“Good Reason ” means the occurrence of any of the following events, without the written consent of Executive: (i)any reduction in Executive’ s Base Salary (as it may have been increased after the Ef fective Date), except by no more than ten percent (10%) as part of an across the board salary reduction uniformly applied to all executive-level employees of the Company; (ii)any material reduction in the employee benefits provided to Executive except as part of an across the board austerity or similar measure applied to all executive-level employees of the Company; (iii) any material reduction in Executive’ s authority , duties or responsibilities or the assignment to Executive of any duties that are inconsistent with his position; (iv) The required relocation of Executive by Company of more than fifty (50) miles from Phoenix, AZ; or (v)any other action or inaction that constitutes a material breach by the Company of this 11 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 11/32 Agreement. Notwithstanding any other provision of this Agreement to the contrary , Executive shall not terminate the Employment Term for Good Reason unless (A) Executive notifies the Company in writing of all of the condition(s) that Executive believes constitutes Good Reason within thirty (30) days following the Executive’ s first knowledge of the existence thereof (which notice specifically identifies such condition(s) and the details regarding its existence), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “ Remedial Period ”), and (iii) Executive terminates the Employment Term within thirty (30) days after the end of the Remedial Period for Good Reason. (h)“Section 409A ” means Section 409A of the Code and the Treasury Regulations issued thereunder . (i)“Territory ” means any State in the United States in which the Company and its Affiliates then-currently conduct their business or have conducted their business at any time in the prior twelve (12) months. 12.Tax Matters . (a)Withholding . All payments made pursuant to this Agreement will be subject to withholding of taxes as required by applicable law . (b)Responsibility . Notwithstanding anything to the contrary herein, the Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder , including without limitation under Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A or any other legal requirement from Executive or any other individual to the Company or any of its Affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its Affiliates with respect to any such tax, economic or legal consequences. (c)Section 409A . The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A- 1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A- 1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary , this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (i)if at the time Executive’ s employment hereunder terminates, Executive is a “specified employee,” as defined in Treasury Regulations Section 1.409A-1(i) and determined using the 12 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 12/32 identification methodology selected by the Company from time to time, or if none, the default methodology , then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Section 409A, any and all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid in a lump sum, without interest, on the first day of the seventh month following the date on which Executive’ s employment terminates or, if earlier , upon Executive’ s death; (ii)a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving ef fect to the presumptions contained therein, and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (iii)each payment made under this Agreeme nt shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (iv)with regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulations Section 1.409A-1(b), (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in- kind benefits provided, during any taxable year shall not af fect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year , and (C) such payments shall be made no later than two and a half months after the end of the calendar year in which the expenses were incurred. (d)Limitation on Payments Under Certain Circumstances . (i)Notwithstanding any other provision of this Agreement to the contrary , in the event that Executive becomes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock awards) under any agreement, arrangement, plan or program with the Company or any person af filiated with the Company (collectively , the “ Payments ”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“ Section 280G ”) and it is determined that, but for this Section 12(d)(i) , any of the Payments will be subject to any excise tax pursuant to Code Section 4999, loss of deduction under Code Section 280G, or any similar or successor provision (the “ Excise T ax”), the Company shall pay to Executive either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “ Capped Payments ”), whichever of the foregoing amounts results in the receipt by Executive, on an after -tax basis 13 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 13/32 (with consideration of all taxes incurred in connection with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after -tax benefit from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 12(d)(iii) (if applicable), Executive shall be deemed to pay federal, state and local taxes at the highest mar ginal rate of taxation for the applicable calendar year . (ii)All computations and determinations called for by Sections 12(d)(i) and 12(d)(iii) shall be made and reported in writing to the Company and Executive by a third-party service provider selected by the Company and Executive (the “ Tax Advisor ”), and all such computations and determinations shall be conclusive and binding on the Company and Executive. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses char ged by the Tax Advisor in connection with its services. (iii)In the event that Section 12(d)(i) applies and a reduction is required to be applied to the Payments thereunder , the Payments shall be reduced by the Company in a manner and order of priority that provides Executive with the lar gest net after -tax value; provided that payments of equal after -tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A. 13.Assignment . This Agreement and Executive’ s rights under this Agreement are personal to Executive and shall not be assignable by Executive. The Company may , by written notice to Executive, assign this Agreement to any af filiated or successor to all or substantially all of the business and assets the Company and then only so long as such af filiate or successor assumes and agrees, in such form and substance as is reasonably satisfactory to Executive, to perform all of the Company’ s duties, responsibilities, obligations and liabilities hereunder , including without limitation upon the termination of the Employment Term; provided, however , the termination of Executive’ s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Executive’ s employment by such affiliate or successor upon the identical terms and provisions of this Agreement shall not be deemed to constitute a termination of the Employment Term. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 14.Notices . All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally , (b) one (1) day after being sent by a reputable commercial overnight service signature required, (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, (d) or , if by electronic communication, when sent to the email address set forth below for each party or at such other addresses as the parties may later designate in writing: 14 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 14/32 If to the Company: EVO Transportation & Ener gy Services, Inc. 2075 W. Pinnacle Peak Rd., Suite 130 Phoenix, AZ 85027 Attention:\\tMichael Bayles, Chief Executive Of ficer \\t\\[email protected] If to Executive: Bruce Kalem 12 Ransom Hollow Hattiesbur g, MS 39402 [email protected] 15.Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision. 16.Integration . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration or modification of any of the provisions of this Agreement will be binding unless in writing that specifically refers to this Agreement and is signed by Executive and a duly authorized representative of the Company . 17.Waiver of Breach . The waiver of a breach of any term or provision of this Agreement must be in writing and will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. 18.Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. 19.Governing Law . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by , the laws of the State of Delaware without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts located in Maricopa County , Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement, Executive’ s employment by the Company , or for recognition or enforcement of any judgment. 20.Acknowledgment . Executive acknowledges that he has had the opportunity to 15 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 15/32 discuss this Agreement with and obtain advice from his private attorney , has had suf ficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 21.Counterparts . This Agreement may be executed in counterparts, and may delivered personally or by facsimile or electronic transmission, and each counterpart will have the same force and ef fect as an original and will constitute an ef fective, binding agreement on the part of each of the undersigned parties. {Signature Page Follows} 16 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 16/32 IN WITNESS WHEREOF , each of the parties has executed this Employment Agreement, in the case of the Company by its duly authorized of ficer, as of the Ef fective Date in the preamble hereof. COMP ANY : EVO Transportation & Ener gy Services, Inc. By: /s/ Michael Bayles\\t Name: Michael Bayles Title: Chief Executive Of ficerEXECUTIVE: By: /s/ Bruce Kalem\\t Name: Bruce Kalem \\t 17 17 17 17 17 17 17 17 17 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 17/32 [Date] [Via \\t] 18 18 18 18 18 18 18 18 18 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 18/32 Exhibit A Form of Release 19 19 19 19 19 19 19 19 19 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 19/32 Personal and Confidential 20 20 20 20 20 20 20 20 20 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 20/32 Executive [Executive Address] Re:\\tSeparation Agreement and Release Dear Executive: As you know , your employment with EVO Transportation & Energy Services, Inc. (the “Company ”) ended effective at the close of business on [Date] pursuant to Section 2 of your Executive Employment Agreement with the Company dated as of INSER T, 2023 (the “Employment Agreement ”). The purpose of this Separation Agreement and Release letter (“Agreement ”) is to set forth the specific separation pay and benefits that the Company will provide you as set forth in Section 2 of your Employment Agreement in exchange for your agreement to the terms and conditions of this Agreement. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Employment Agreement. By your signature below , you agree to the following terms and conditions: 1. End of Employment . Your employment with the Company ended effective at the close of business on [Date]. Upon your receipt of your final paycheck, which includes payment for services through [Date], you will have received all wages, compensation and benefits owed to you by virtue of your employment with the Company or termination thereof. If applicable, information regarding your right to elect COBRA coverage will be sent to you via separate letter . You are not eligible for any other payments or benefits by virtue of your employment with the Company or termination thereof except for those expressly described in this Agreement. You will not receive the separation pay and benefits described in Section 2 of this Agreement if you (i) do not sign this Agreement and return it to the Company by the Offer Expiration (as defined below), (ii) rescind this Agreement after signing it, or (iii) violate any of the terms and conditions set forth in this Agreement. 2. Separation Pay and Benefits . Specifically in consideration of your signing this Agreement and subject to the limitations, obligation s, and other provisions contained in this Agreement, the Company agrees as follows: 21 21 21 21 21 21 21 21 21 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 21/32 22 22 22 22 22 22 22 22 22 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 22/32 a. [See Employment Agreement] 3. Release of Claims . Specifically in consideration of the separation pay and benefits described in Section 2 hereof, and the release provided to you by the Company below , by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following: a. You hereby do release and forever dischar ge the “Released Parties” (as defined in Section 3(e) below) of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability , damages, claims for punitive or liquidated damages, claims for attorney’ s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever , you have or might have against them or any of them, whether known or unknown, in law or equity , contract or tort, arising out of or in connection with your employment or independent contractor engagement with the Company , or the termination of that employment or engagement, or otherwise, and however originating or existing, from the beginning of time through the date of your signing this Agreement. b. This release includes, without limiting the generality of the foregoing, any claims you may have for, wages, bonuses, commissions, penalties, deferred compensa tion, vacation, sick, and/or paid time off (PTO) pay, separation pay and/or benefits; tortious conduct, defamation, libel, slander , invasion of privacy , negligence, emotional distress; breach of implied or express contract, estoppel; wrongful dischar ge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment); violation of any of the following: the United States Constitution, the Dela ware Constitution, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Arizona wage laws, Arizona equal pay laws, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Occupational Health and Safety Act, Arizona right to work laws, Arizona employee drug testing laws, the Arizona Medical Marijuana Act, Arizona genetic testing laws, the Arizona criminal code , any paid sick leave law, any local human rights ordinance, Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act, 42, the Worker Adjustment & Retraining Notification Act (the WARN Act), U.S.C. § 12101 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; any claim for retaliation; all waivable claims arising under Indiana and local statutes. You hereby waive any and all relief not provided for in this Agreement. You understand and agree that, by signing this Agreement, you waive and release any claim to employment with the Company . 23 23 23 23 23 23 23 23 23 LEGAL_US_E # 168595263.6 A-2316/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 23/32 c. If you file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above in Section 1 above are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive, and agree not to take, any award of money or other damages from such charge, complaint, or action. Notwithstanding the foregoing, you do not waive your right to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a governmental agency . d. You are not, by signing this Agreement, releasing or waiving (1) any vested interest you may have in any stock options, warrants or other equity , or 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may arise after the Agreement is signed, (3) the post-employment payments and benefits specifically promised to you under Section 2 of this Agreement, (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (5) any rights you have to workers compensation benefits, (6) any rights you have under unemployment compensation benefits laws, (7) the right to file a charge or complaint with a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency, subject to Section 3(c) above, (8) the right to communicate with, testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the EEOC, NLRB, OSHA, SEC or other governmental agency, (9) any rights you may have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (10) any rights arising under any agreements between you and the Company related to any equity interests you may have in the Company. e. The “Released Parties ,” as used in this Agreement, shall mean the Company and its parent, subsidiaries, divisions, affiliated entities, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of the Released Parties in their of ficial and individual capacities. f. In consideration for the promises, including the Release of Claims of the Company by you, the Company agrees to release and forever dischar ge you of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability , damages, claims for punitive or liquidated damages, claims for attorneys’ fees, costs and disbursements, demands of any kind whatsoever (collectively “ Claims ”), which it has or might have against you 24 24 24 24 24 24 24 24 24 LEGAL_US_E # 168595263.6 A-2416/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 24/32 or your agents, servants, heirs, or legal representatives, whether known or unknown, in law or equity , contract or tort, to the extent arising out of or in connection with your employment or independent contractor engagement with the Company , and however originating or existing, from the beginning of time through the date of execution of this Agreement, except for those Claims arising from fraudulent or intentional misconduct by you. 4. Notice of Right to Consult Attorney and Twenty-One (21) Calendar Day Consideration Period . By signing this Agreement, you acknowledge and agree that the Company has informed you by this Agreement that (1) you have the right to consult with an attorney of your choice prior to signing this Agreement, and (2) you are entitled to at least Twenty-One (21) calendar days from your receipt of this Agreement to consider whether the terms are acceptable to you. You have the right, if you choose, to sign this Agreement prior to the expiration of the Twenty-One (21) day period. 5. Notification of Rights under the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.) . You are hereby notified of your right to rescind the release of claims contained in Section 3 with regard to claims arising under the federal Age Discrimination in Employm ent Act, 29 U.S.C. § 621 et seq.), within seven (7) calendar days of your signing this Agreement. In order to be effective, the rescission must (a) be in writing; (b) delivered to Jared Brown, Head of Human Resources, EVO Transportation & Energy Services, Inc., 2075 West Pinnacle Peak Road, Suite 130, Phoenix, AZ 85027, by hand or mail within the required period; and (c) if delivered by mail, the rescission must be postmarked within the required period, properly addressed to Jared Brown, as set forth above, and sent by certified mail, return receipt requested. You understand and agree that if you rescind any part of this Agreement in accordance with this Section 5, the Company will have no obligation to provide you the payments and benefits described in Section 2 of this Agreement and you will be obligated to return to the Company any payment(s) and benefits already received in connection with Section 2 of this Agreement. 6. Return of Property . You acknowledge and agree that all documents and materials relating to the business of, or the services provided by, the Company are the sole property of the Company . You agree and represent that you have returned to the Company all of its property , inclu ding but not limited to, all data, files, documents and property within your possession or control, which in any manner relate to the business of, or the duties and services you performed on behalf of the Company . 7. On-Going Obligations . If you breach any term of this Agreement or Section 9 of your Employment Agreement, the Company shall be entitled to its available legal and equitable 25 25 25 25 25 25 25 25 25 LEGAL_US_E # 168595263.6 A-2516/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 25/32 remedies, including but not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect. 8. Cooperation .\\tYou agree that through \\t[THE SEVERANCE PERIOD], you will cooperate with and respond to the Company in a timely and helpful manner via email or telephone should it have questions for you regarding your work for the Company such as, but not limited to, status of projects, location of data and documents, and passwords, provided that (i) such questions must be reasonable in volume and time commitment, and (ii) you may be required to spend up to a maximum of five (5) hours per month providing such cooperation and responses. 9. Non-Disparagement and Confidentiality . The Company and you promise and agree not to disparage one another or the Released Parties, the Company’ s employees, produ cts or services. You further promise and agree not to disclose or discuss, directly or indirectly , in any manner whatsoever , any information regarding the substance and/or nature of any dispute between the Company and any employee or former employee, including yourself. You agree that the only people with whom you may discuss this confidential information are your legal and financial advisors and your spouse, if applicable, provided they agree to keep the information confide ntial, federal and state tax authorities , the state unemployment compensation department, other govern ment agencies, or as otherwise required by law. The Company and you will reach a mutually agreeable statement regarding any termination under the Agreement. 10. Remedies . If either party breaches any term of this Agreement or the Employment Agreement, the prevailing party shall be entitled to its available legal and equitable remedies. For Company , this also includes but is not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreemen t shall remain in full force and ef fect. 11. Non-Admission . It is expressly understood that this Agreement does not constitute, nor shall it be construed as, an admission by the Released Parties or you of any liability or unlawful conduct whatsoever . The Released Parties and you specifically deny any liability or unlawful conduct. 26 26 26 26 26 26 26 26 26 LEGAL_US_E # 168595263.6 A-2616/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 26/32 12. Successors and Assigns . This Agreement is personal to you and may not be assigned by you without the written agreement of the Company . The rights and obligations of this Agreement shall inure to the successors and assigns of the Released Parties. 13. Enforceability . If a court finds any term of this Agree ment to be invalid, unenforceable, or void, the parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term shall be severed and all other terms of this Agreement shall remain in ef fect. 14. Law, Jurisdiction and Venue, Jury Trial Waiver . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Delaware, without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts located in Maricopa County , Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment. 15. Full Agreement . This Agreement contains the full agreement between you and the Released Parties as to your employment with the Company or termination thereof and may not be modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings between the parties as to your employment with the Company or termination thereof. Notwithstanding the foregoing, if you have previously signed an agreement or agreements with the Company containing confidentiality , trade secret, noncompe tition, nonsolicitation, intellectual property , return of property , and/or similar provisions your obligations under such agreement(s) (including, without limitation, under Section 10 of your Employment Agreement) shall continue in full force and effect according to their terms and will survive the termination of your employment. 16. Counterparts . This Agreement may be executed by facsimile or electronic transmission and in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. 17. Acknowledgment of Reading and Understanding . By signing this Agreement, you acknowledge that you have read this Agreement, including the release of claims contained in Section 3, and understand that the release of claims is a full and final release of all claims you may 27 27 27 27 27 27 27 27 27 LEGAL_US_E # 168595263.6 A-2716/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 27/32 have against the Company and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that you have entered into this Agreement knowingly and voluntarily . 28 28 28 28 28 28 28 28 28 LEGAL_US_E # 168595263.6 A-2816/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 28/32 The deadline for accepting this Agreement is 5:00 p.m. on the 22nd calendar day following your receipt of this Agreement (the “Offer Expiration ”). If not accepted by such time, the offer contained herein will expire. After you have reviewed this Agreement and obtained whateve r advice and counsel you consider appropriate regarding it, please evidence your agreement to the provisions set forth in this Agreement by dating and signing the Agreement. Please then return a signed Agreement to me no later than the Of fer Expiration. Please keep a copy for your records. We wish you all the best. Sincerely , EVO Transportation & Ener gy Services, Inc. ACKNOWLEDGMENT AND SIGNA TURE By signing below , I, \\t, acknowledge and agree to the following: •I have had adequate time to consider whether to sign this Separation Agreement and Release. •I have read this Separation Agreement and Release carefully . •I understand and agree to all of the terms of the Separation Agreement and Release. •I am knowingly and voluntarily releasing my claims against the Company and the other persons and entities defined as the Released Parties. •I have not, in signing this Agreement, relied upon any statements or explanations made by the Company except as for those specifically set forth in this Separation Agreement and Release. 29 29 29 29 29 29 29 29 29 29 29 29 2916/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 29/32 29 LEGAL_US_E # 168595263.6 A-2916/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 30/32 •I intend this Separation Agreement and Release to be legally binding. •I am signing this Separation Agreement and Release on or after my last day of employment with the Company . Accepted this \\tday of \\t, 20 . 30 30 30 30 30 30 30 30 30 30 30 30 30 30 LEGAL_US_E # 168595263.6 A-3016/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 31/3216/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive shall work under a hybrid model, with at least 30 weeks/year in Phoenix office.\", \"clause_type\": \"Work Location\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"No reference to local regulatory location obligations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 2 evoa-ex10_1.htm EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “ Agreement ”) is entered into and ef fective as of February 8, 2023 (the “ Effective Date ”), by and between EVO Transportation & Ener gy Services, Inc. (the “ Company ”) and Bruce Kalem, a Mississippi resident (“ Executive ”). 1.Duties and Scope of Employment . (a)Positions and Duties . During the Employment Term (as defined below), Executive will be employed as Chief Financial Of ficer of the Company and will report directly to the CEO and shall also be subject to the direction of the Company’ s Board of Directors (the “ Board ”) or duly authorized committees thereof. Executive’ s authority , duties, and responsibilities will correspond to Executive’ s position and will include any particular authority , duties, and responsibilities consistent with the Executive’ s position that the Company may reasonably assign to Executive from time to time, including without limitation oversight over all financial reporting, treasury , accounting, planning and analysis and other finance related functions. (b)Obligations . During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently observe all of his obligations to the Company . Executive agrees to devote his full business time and ef forts, ener gy and skill to his employment at the Company , and Executive agrees to apply all his skill and experience to the performance of his duties and advancing the Company’ s interests. The foregoing shall not preclude Executive from (A) engaging in lawful of f-duty conduct, including serving as a director , trustee or of ficer of a civic, charitable, educational or religious or ganization or (B) engaging in passive investments, including but not limited to real estate investments as long as such activities do not materially interfere or conflict with Executive’ s responsibilities to or his abilities to perform his duties hereunder , and do not create any business conflicts for the Company; provided that, in the event that Executive engages in the conduct described in clause (A), he will promptly disclose such conduct in reasonable detail to the Company . During the Employment Term, Executive may not perform services as an employee or consultant of any other competitive organization and Executive will not assist any other person or or ganization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company . Executive shall comply in all material respects with and be bound by Company’ s operating policies, procedures, and practices in ef fect during his employment that apply to all executive-level employees of the Company . By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company . (c)Employment Term. The term of this Agreement shall be two (2) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the “ Initial T erm”). Unless earlier terminated pursuant to the terms herein, the Initial Term shall be automatically renewed for consecutive additional one-year terms (each, a “ Renewal T erm”) 1 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 1/32 upon the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice (pursuant to Section 14 of this Agreement) specifying that the term of Executive’ s employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein. The Executive’ s period of employment hereunder is referred herein as the “ Employment T erm,” whether the Initial Term, the then-current Renewal Term or the shorter period through the date of an earlier termination thereof as provided elsewhere herein. The notice of non-renewal given by the Company is referred to herein as the “ Company’ s Non-Renewal .” The notice of non-renewal given by Executive is referred to herein as the “ Executive’ s Non-Renewal .” (d)Place of Performance . Executive will primarily work under a hybrid arrangement between his current home in Hattiesbur g, Mississippi and EVO’ s office in Phoenix, AZ. Executive understands and agrees that he will be required to work out of the Phoenix, AZ of fice at least thirty (30) weeks per year . His duties will include travel including but not limited to travel to of fices of the Company , its Affiliates, and such other business travel as is requested by the Company’ s Chief Executive Of ficer and as reasonably necessary and appropriate to the performance of Executive’ s duties hereunder , subject to reimbursement of expenses pursuant to Section 6 below . 2.At-W ill Employment . The parties agree that Executive’ s employment with the Company will be “at-will” employment and may be terminated at any time, upon written notice, either by the Company without Cause (in any such case, “ Company’ s At-W ill Termination ”) or by Executive without Good Reason (in any such case, “ Executive’ s At-W ill Termination ”). Executive understands and agrees that neither his job performance for , nor promotions, commendations, bonuses or the like from, the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company . However , as described in this Agreement, Executive may be entitled to Severance Pay (defined below) and Severance Benefits (defined below) depending upon the circumstances of the termination of the Employment Term as set forth in Section 8(b) below . 3.Compensation . (a)Initial Base Salary . During the Employment Term, the Company will pay Executive an annual base salary as compensation for his services (the “ Base Salary ”) of $240,000. The Base Salary will be paid periodically in accordance with the Company’ s normal payroll practices. The Base Salary will be subject to review and increases will be made based upon the Company’ s standard practices. (b)Annual Incentive Bonus . During the Employment Term, Executive will be eligible to earn an annual incentive bonus (an “ Annual Bonus ”) under the same or substantially same bonus arrangement, plan or program as in ef fect for other executive-level employees of the Company from time to time and based upon the same general objective standards as are applied to the other executive-level employees of Company , as determined by 2 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 2/32 the Company in its sole discretion. Consistent therewith, the Compensation Committee of the Board (the “Compensation Committee ”) will determine in its sole discretion Executive’ s target bonus opportunity and the criteria for earning such bonus, as well as Executive’ s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for such year . Notwithstanding the foregoing, the target bonus opportunity for 2023 shall not be less than 15% of Base Salary . Any Annual Bonus that is earned and becomes payable pursuant to this Section 3(b) will be paid no later than March 31 s t of the calendar year immediately following the calendar year to which the Annual Bonus relates. Executive must remain employed by the Company through December 31 of the applicable calendar year to be eligible to earn an Annual Bonus for such year; provided, however , that if the Employment Term ends prior to December 31 by reason of either termination by Executive for Good Reason or by the Company’ s At-W ill Termination, the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in such year , however , the Annual Bonus will be paid on March 31 the following calendar year regardless of the termination date. The determinations of the Compensation Committee with respect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was in violation of the terms and provision of this Section 3(b) or the applicable program, plan or arrangement. (c)Equity . During the Employment Term, Executive will be eligible to receive awards of stock options or other forms of equity (including restricted stock units) pursuant to the same or substantially same stock option arrangement, plan or program as in ef fect for other executive-level employees of the Company from time to time and based upon the same objective standards as are applied to the other executive-level employees of Company . Consistent therewith, the Compensation Committee will determine whether Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of the applicable program, plan or arrangement that may be in ef fect from time to time. Upon Executive’ s termination from the Company by the Executive for Good Reason, by the Company’ s At-W ill Termination, or by the Company’ s Non-Renewal, Executive shall retain all Company shares and vested equity and all Performance Units and Stock Bonuses then held by the Executive will vest and/or continue to vest in the manner determined by the Compensation Committee as set forth in the agreement evidencing such Performance Units or Stock Bonuses. Upon a termination for Cause or an Executive’ s At-W ill Termination, (i) any incentive Award will immediately terminate without notice of any kind, (ii) no Options or Stock Appreciation Rights then held by the Executive will thereafter be exercisable, (iii) all Restricted Stock Awards then held by the Executive that have not vested will be terminated and forfeited, (iv) all vested and unvested Performance Units and Stock Bonuses then held by the Executive will be terminated and forfeited. (d)Initial Equity Grant . (i) Employee shall receive 1,426,493 restricted stock units (the “RSUs ”), which shall vest as follows: (x) one-third shall vest on the first anniversary of the Effective Date; (y) one-third shall vest on the second anniversary of the Effective Date; and (z) the remaining one-third shall vest on the third anniversary of the Effective Date. The RSUs shall be governed by the EVO Transportation & Energy Services, Inc. 2018 Stock Inventive Plan (the “Company Stock Option Plan ”) and be on terms and conditions that are substantially similar to the terms and conditions 3 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 3/32 governing equity awards to the Company’ s senior officers; provided, that, in the event of a Change in Control (as defined in the Company Stock Option Plan) all of the RSUs held by Executive shall automatically vest. (ii) Notwithstanding anything to the contrary contained in Section 12 of Company Stock Option Plan, all vested stock options or other equity awards issued under this Agreement shall be exercisable by the Executive during the full option period associated with such equity awards if termination of employment is the result of (A) Death, Disability , Retirement (as defined in the Company Stock Option Plan), (B) termination by Executive for Good Reason or by the Company’ s At-W ill Termination or (C) the Company’ s Non-Renewal or the Executive’ s Non-Renewal. This Section 3(d)(ii) shall apply to and control any equity awards issued by the Company to Executive regardless of whether the grant certificate contains this provision. (iii) The Company represents and warrants that (A) the Company Stock Option Plan is in full force and ef fect and has not been modified or amended since the date thereof and (B) as of the date hereof the Company has authorized for issuance and reserved the requisite number of shares under the Company Stock Option Plan to fulfill its obligations to Executive under this Section 3(d) . 4.Employee Benefits . During the Employment Term, Executive will be entitled to participate in the employee benefit plans and programs currently and hereafter maintained by the Company of general applicability to other executive-level employees and to employees generally of the Company , subject to eligibility requirements and the applicable terms and conditions of the subject plan or program and the determination of any committee uniformly administering such plan or program. The Company reserves the right to cancel or change the benefit plans and programs it of fers to its employees at any time. In addition, the Company will cause Executive to be covered by a directors and of ficers liability insurance policy in an amount and scope of coverage customary for the size and industry of the Company’ s business (but in no event less than $2,000,000 commencing on the date of this Agreement. The Company agrees to indemnify Executive (including advance of expenses) and hold Executive harmless to the fullest extent permitted by applicable law and the bylaws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from Executive’ s good faith performance of Executive’ s duties and obligations with the Company . Disputes between the Executive and the Company are not covered by the for going indemnity provision. 5.Vacation . During the Employment Term, Executive will be entitled to paid vacation or paid time off of not less than twenty (20) days per calendar year , prorated for any partial calendar year of employment, in accordance with the Company’ s standard vacation or paid time of f policy (including, without limitation, its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations mutually and reasonably agreed to by Executive and the Company . 6.Housing and Automobile . EVO will reimburse Executive up to $2,650 per month during the term of this Agreement for rent, utilities, furniture rental and other reasonable housing related expenses. Such expenses must be documented, itemized and 4 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 4/32 submitted for approval to the Company for payment. In addition, EVO will provide Executive, at the Company’ s sole discretion, a light vehicle for Executive’ s use. 7.Expenses . During the Employment Term, the Company will reimburse Executive for reasonable travel, lodging, meal, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’ s duties hereunder , including up to $3,000 per year for continuing professional education, in accordance with the Company’ s expense reimbursement policy as in ef fect from time to time; provided, that reimbursement for airfare shall be limited to (i) one round-trip flight per month between Executive’ s state of residence and Phoenix, Arizona; (ii) up to six (6) round-trip coach flights annually for travel by Executive’ s wife between Mississippi and Phoenix, Arizona; and (iii) other air travel approved in advance by the CEO or Board. 8.Accrued Obligations; Severance; COBRA . (a)Accrued Obligations . Upon the termination or expiration of the Employment Term for any reason, Company shall pay to Executive the following: (i) all unpaid Base Salary through the last day of the Employment Term; (ii) all unreimbursed expenses that otherwise are payable to Executive pursuant to Section 7 above, and (iii) all other accrued payments or benefits to which Executive is entitled and has earned under the terms of any applicable compensation, bonus, award or similar arrangement, plan or program, subject to Section 3(b) with respect to bonus accrual and eligibility (collectively , the “ Accrued Obligations ”). The Accrued Obligations shall be paid to Executive in a lump sum in cash within sixty (60) days following the termination or expiration of the Employment Term, unless otherwise required by law or the terms of the applicable arrangement, plan or program, in which case the same shall be paid as soon as permitted thereunder . (b)Severance . If the Employment Term ends by reason of termination by Executive for Good Reason or by the Company’ s At-W ill Termination, the Company shall pay to Executive (“ Severance Pay ”) an amount equal to three (3) months base salary . The Severance Pay shall be paid by the Company to Executive in substantially equal monthly installments, in accordance with the Company’ s standard payroll procedures, commencing on the 60th day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the Release Agreement set forth in Section 9(a) below have expired without revocation. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’ s Non-Renewal, by Executive’ s Non-Renewal of the Initial Term or any Renewal Term, by Executive’ s At-W ill Termination, or due to Executive’ s death or disability , no Severance Pay will be owing or paid to Executive. (c)COBRA . If the Employment Term ends by reason of termination by Executive for Good Reason, by the Company’ s At-W ill Termination, or by the Company’ s Non-Renewal, to the extent Executive and Executive’ s spouse and/or dependent children properly (and timely) elect COBRA continuation coverage under the Company’ s group health insurance plan, the Company shall pay , on Executive’ s behalf, the portion of the premiums due for such coverage representing the Company’ s contribution to health insurance premiums for the Executive for a period beginning on the date the Employment Term so ended and ending on the earliest to occur of (as applicable, “ Severance Benefits ”) (i) the date on which Executive is 5 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 5/32 no longer entitled to COBRA continuation coverage under the Company’ s group health insurance plan, (ii) the last day of the month that includes or immediately precedes the first day that Executive is covered under another employer ’s group health insurance plan or (iii) the last day of the month in which Executive receives his final Severance Pay payment; provided, however , that notwithstanding the foregoing or any other provision in this Agreement to the contrary , the Company may unilaterally amend this Section 8(c) or eliminate the benefit provided hereunder , upon written notice to Executive, but only if and to the extent necessary to avoid the imposition of excise taxes, penalties or similar char ges on the Company , including, without limitation, under Code Section 4980D. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’ s Non-Renewal or Executive’ s Non-Renewal of the Initial Term or any Renewal Term, by Executive’ s At-W ill Termination, or due to Executive’ s death or disability , no Severance Benefits will be owing to Executive. 9.Conditions to Receipt of Severance Pay and Severance Benefits . (a)Release of Claims . The receipt of Severance Pay and Severance Benefits will be subject to Executive signing, delivering, not revoking and complying with a general release and waiver of claims in favor of the Company and its of ficers, directors and Affiliates in substantially the form attached hereto as Exhibit A. (b)Compliance with Covenants . The receipt of Severance Pay and Severance Benefits will be subject to Executive’ s compliance with Sections 10(a) , 10(b) , 10(c) and 10(d) of this Agreement. In the event Executive breaches any of Sections 10(a) , 10(b) , 10(c) or 10(d) , (i) all remaining payments of Severance Pay and/or Severance Benefits to which Executive otherwise is entitled pursuant to Section 8(b) and Section 8(c) will immediately cease, and (ii) Executive will repay , or cause to be repaid, to the Company the full amount of any payments of Severance Pay and Severance Benefits previously paid by the Company to Executive or on behalf of Executive pursuant to Section 8(b) and/or Section 8(c) prior to the date of such breach. 10.Restrictive Covenants . (a)Non-Competition . In recognition of the consideration provided herein, and in connection with the protection of the Company’ s Confidential Information, trade secrets and customer contacts, Executive agrees that, during the Employment Term and ending on the later to occur of (i) the six (6) month anniversary following the termination or expiration of the Employment Term or (ii) the last day of the Severance Pay period as set forth in Section 8(b) (as applicable, the “ Restricted Period ”), Executive shall not either directly or indirectly , whether for consideration or otherwise: (i) engage in (except on behalf of the Company or any of its Affiliates), or compete with the Company or any of its Affiliates in, a Competing Business (as defined in Section 1 1(d)) anywhere in the Territory (any such entity , a “Competing Entity ”); or (ii) form or assist others in forming, be employed by , perform services for , become an of ficer, director , member or partner of, or participant in, or consultant or independent contractor to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise) or lend Executive’ s name, counsel or assistance to, any Competing Entity . Notwithstanding the foregoing provisions of this Section 10(a) , the parties agree that during the Term Executive may provide consulting services to Central Freight Lines, Inc. up to a maximum of ten (10) hours per month. 6 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 6/32 (b)Non-Solicitation . In recognition of the consideration provided herein, Executive agrees that, during the Restricted Period, Executive shall not either directly or indirectly , whether for consideration or otherwise: (i) solicit or accept business from any customer of the Company for the purpose of providing goods or services in a Competing Business or solicit or induce any customer of the Company to terminate, reduce or alter in a manner adverse to the Company , any existing business arrangement or agreement with the Company , (ii) be employed by any customer of the Company or (iii) solicit, hire, attempt to solicit or attempt to hire any person who is or was an employee of the Company or any of its Affiliates at any time during the twelve (12) months prior to such solicitation or hire. (c)Non-Disclosure and Non-Use of Confidential Information . (i)At all times, Executive agrees that he will not, either directly or indirectly , (w) divulge, use, disclose (in any way or in any manner , including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter , author , producer or similar person or entity; (x) take any action that would make available Confidential Information to the general public in any form; (y) take any action that uses Confidential Information to solicit any customer of the Company or prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months) in violation of Section 10(b) ; or (z) take any action that uses Confidential Information for solicitation of, or marketing for , any service or product on Executive’ s behalf or on behalf of any entity other than the Company or its Affiliates with which Executive was in fact associated, except (A) as required in connection with the performance of such Executive’ s duties to the Company or any of its Affiliates, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law , order , regulation, ruling or governmental request applicable to Executive, (E) as required in connection with an audit by any taxing authority , or (F) as permitted by the express written consent of the Company . (ii)In the event Executive is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Executive shall, to the extent not prohibited by applicable law , rule or regulation, promptly notify the Company of such pending disclosure and assist the Company (at the Company’ s sole expense, which will be advanced to Executive concurrently with such assistance) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive is required to disclose such Confidential Information, Executive may disclose that portion of the Confidential Information (A) which counsel to Executive advises Executive that he is required to disclose or (B) which could subject Executive to be liable for contempt or suf fer censure or penalty . In such cases, Executive shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, emails, texts, blogs and websites). 7 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 7/32 (iii)Executive is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA ”), that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government of ficial, either directly or indirectly , or to an attorney , (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) where the disclosure of a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Executive is hereby notified under the DTSA that, if an individual files a lawsuit for retaliation by an employer for reporting a suspected violation of law , the individual may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding if the individual (Y) files any document containing the trade secret under seal; and (Z) does not disclose the trade secret, except pursuant to court order . In the event it is determined that disclosure of the trade secrets was not done in good faith pursuant to the above, Executive understand that Executive may be subject to damages under federal criminal and civil law , including punitive damages and attorneys’ fees. (d)Inventions and Patents; Third Party Information . The results and proceeds of Executive’ s services to the Company (whether prior to or during the Employment Term), including, without limitation, any works of authorship related to the Company resulting from Executive’ s services during Executive’ s employment with the Company and any works in progress will be works-made-for -hire. Works made for hire shall not include Executive’ s image, likeness, or personal social media accounts. The Company will be deemed the sole owner throughout the universe of such works-made-for -hire and any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever . If, for any reason, any of such results and proceeds will not legally be a work-made-for -hire or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign to the Company any and all of Executive’ s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed. The Company will have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever . Executive will, from time to time, as may be reasonably requested by the Company , and at the Company’ s sole expense, sign such documents and assist the Company to establish or document the Company’ s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright or patent applications or assignments. To the extent Executive has any rights in any such results and proceeds that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the right to enforce such unassignable rights. This Section 10(d) is subject to, and will not be deemed to limit, restrict or constitute any waiver by the Company of, any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being Executive’ s employer . This Agreement does not apply to an invention or other works of authorship for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Executive’ s own time, and (i) which does not relate (A) directly to the business of the Company or (B) to 8 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 8/32 the Company’ s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by Executive for the Company hereunder . (e)Enforcement; Remedies . Executive acknowledges that the covenants set forth in Sections 10(a) , 10(b) , 10(c) and 10(d) impose a reasonable restraint on Executive in light of the business and activities of the Company and its Affiliates. Executive acknowledges that a breach of Sections 10(a) , 10(b) , 10(c) or 10(d) by Executive may cause serious and potentially irreparable harm to the Company and its Affiliates. Executive therefore acknowledges that a breach of Sections 10(a) , 10(b) , 10(c) or 10(d) by Executive cannot be adequately compensated in an action for damages at law , and equitable relief may be necessary to protect the Company and its Affiliates from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that the Company may be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach or threatened breach of this Agreement. Executive acknowledges, however , that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive. (f)Modification . In the event that any provision or term of Sections 10(a) , 10(b) , 10(c) or 10(d) , or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 10(a) or 10(b) ) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be ef fective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent as to which it may be enforceable under applicable law . Such modified restriction(s) shall be enforced by a court having jurisdiction. In the event that a court finds certain provisions herein unenforceable and such modification is not possible, because each of Executive’ s obligations in Sections 10(a) , 10(b) , 10(c) and 10(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforceable. 11.Definitions . For purposes of this Agreement, the following defined terms have the following meanings: (a)“Affiliate ” means, with respect to the Company , any corporation, limited liability company , partnership, business trust or or ganization, or other entity directly or indirectly controlling, controlled by or under common control with the Company , where control means (i) holding more than 50% of the voting interests of the entity , or (ii) having the authority to direct the management and policies of the entity . (b)“Cause ” means any of the following: (i) Executive was char ged with, convicted of, or pled no contest to a felony or crime involving dishonesty , wrongful taking of property , immoral conduct that impairs Executive’ s ability to perform services for the Company or results in harm to the Company , bribery or extortion; (ii) willful material misconduct by Executive in connection with the business of the Company and its Affiliates; (iii) Executive’ s continued failure or refusal to satisfactorily perform his responsibilities to the Company under 9 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 9/32 this Agreement (as reasonably determined by the Board); (iv) Executive’ s continued failure to follow the lawful, clear and reasonable direction of the CEO or the Board (other than any such failure resulting from incapacity due to physical or mental illness); (v) Executive’ s failure to comply with or a breach of (x) any rule or regulation applicable to the Company or its Affiliates, or (y) the Company’ s written code of conduct and business ethics or other material written policy , or procedure; (vi) Executive’ s material breach of this Agreement; (vii) Executive’ s fraud, misappropriation, theft or dishonesty against the Company , its Affiliates or its customers; (viii) Executive’ s engagement in conduct that is materially harmful to the Company or its Affiliates; or (ix) Executive’ s willful attempt to obstruct or willful failure to cooperate with any investigation authorized by the Board or any governmental or self-regulatory entity . Any determination of Cause by the Company shall be made by a resolution approved by a majority of the members of the Board, provided that with respect to Sections 1 1(b)(iii) , 11(b)(iv) , 11(b)(v) , 11(b)(vi) , and 11(b)(viii) and notwithstanding any other provision of this Agreement to the contrary , Company shall not terminate the Employment Term for Cause unless (x) the Company notifies Executive in writing of such determination within ninety (90) days following the Company’ s first knowledge of the existence thereof (which notice specifically identifies the reasons and details therefore), (y) Executive fails to remedy the same within fifteen (15) days after the date on which Executive received such notice (the “ Remedial Period ”), and (z) the Company terminates the Employment Term for Cause within thirty (30) days after the end of the Remedial Period. In the event Executive is served notice under Section 1 1(b)(iii) , remedies the same, and is subsequently served with a second notice under Section 1 1(b)(iii) , no such Remedial Period will apply , and termination will become ef fective thirty (30) days from the second notice. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company . (c)“Code ” means the Internal Revenue Code of 1986, as amended. (d)“Competing Business ” means (i) a business that is engaged in the acquisition or operation of compressed natural gas fueling stations, (ii) a business that is engaged in providing freight trucking services to the United States Postal Service, or (iii) any other business in which the Company or any of its Affiliates (other than Antara Capital LP and its Affiliates) is then-currently engaged or was engaged at any time in the twelve (12) month period prior to Executive’ s last day of employment with the Company . (e)“Confidential Information ” means confidential or proprietary information and/or techniques of the Company or its Affiliates entrusted to, developed by , or made available by the Company or any of its Affiliates to Executive during the Employment Term, whether in writing, in computer form, reduced to a tangible form in any medium, or conveyed orally , that is not generally known by others in the form in which it is or was used by the Company or its Affiliates. Examples of Confidential Information include, without limitation: (i) sales, sales volume, sales methods, sales proposals, business plans or statements of work; (ii) customers of the Company , prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months), and customer records, including contact and preference information; (iii) costs of goods or services char ged by vendors and 10 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 10/32 suppliers to the Company; (iv) prices char ged to specific customers and non-public general price lists and similar pricing information; (v) terms of contracts with customers; (vi) non- public information and materials describing or relating to the financial condition and af fairs of the Company or its Affiliates, including but not limited to, financial statements, budgets, projections financial and/or investment performance information, research reports, personnel matters, products, services, operating procedures, organizational responsibilities and marketing matters, policies or procedures; (vii) non-public information and materials describing existing or new processes, products and services of the Company or its Affiliates, including marketing materials, analytical data and techniques, and product, service or marketing concepts under development, and the status of such development; (viii) the business or strategic plans of the Company or its Affiliates; (ix) the information technology systems, network designs, computer program code, and application practices of the Company or its Affiliates; (x) acquisition candidates of the Company or its Affiliates or any studies or assessments relating thereto; and (xi) trademarks, service marks, trade secrets, trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does not include either (y) information that, other than as a result of a breach by Executive of this Agreement, is or becomes generally known to and available for use by the public or (z) information that is, at any time, either on the Company’ s website or is in brochures, advertising and other materials furnished or provided to customers of the Company and prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months). (f)“Disability ” means Executive’ s inability to perform one or more essential functions of his position, after taking into account reasonable accommodations, by reason of any medically diagnosed physical or mental impairment and such inability continues for a period of at least ninety (90) consecutive calendar days. A determination of such Disability will be made by a physician reasonably acceptable to the Company and Executive (or , if applicable, his spouse or legal representative). (g)“Good Reason ” means the occurrence of any of the following events, without the written consent of Executive: (i)any reduction in Executive’ s Base Salary (as it may have been increased after the Ef fective Date), except by no more than ten percent (10%) as part of an across the board salary reduction uniformly applied to all executive-level employees of the Company; (ii)any material reduction in the employee benefits provided to Executive except as part of an across the board austerity or similar measure applied to all executive-level employees of the Company; (iii) any material reduction in Executive’ s authority , duties or responsibilities or the assignment to Executive of any duties that are inconsistent with his position; (iv) The required relocation of Executive by Company of more than fifty (50) miles from Phoenix, AZ; or (v)any other action or inaction that constitutes a material breach by the Company of this 11 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 11/32 Agreement. Notwithstanding any other provision of this Agreement to the contrary , Executive shall not terminate the Employment Term for Good Reason unless (A) Executive notifies the Company in writing of all of the condition(s) that Executive believes constitutes Good Reason within thirty (30) days following the Executive’ s first knowledge of the existence thereof (which notice specifically identifies such condition(s) and the details regarding its existence), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “ Remedial Period ”), and (iii) Executive terminates the Employment Term within thirty (30) days after the end of the Remedial Period for Good Reason. (h)“Section 409A ” means Section 409A of the Code and the Treasury Regulations issued thereunder . (i)“Territory ” means any State in the United States in which the Company and its Affiliates then-currently conduct their business or have conducted their business at any time in the prior twelve (12) months. 12.Tax Matters . (a)Withholding . All payments made pursuant to this Agreement will be subject to withholding of taxes as required by applicable law . (b)Responsibility . Notwithstanding anything to the contrary herein, the Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder , including without limitation under Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A or any other legal requirement from Executive or any other individual to the Company or any of its Affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its Affiliates with respect to any such tax, economic or legal consequences. (c)Section 409A . The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A- 1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A- 1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary , this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: (i)if at the time Executive’ s employment hereunder terminates, Executive is a “specified employee,” as defined in Treasury Regulations Section 1.409A-1(i) and determined using the 12 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 12/32 identification methodology selected by the Company from time to time, or if none, the default methodology , then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Section 409A, any and all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid in a lump sum, without interest, on the first day of the seventh month following the date on which Executive’ s employment terminates or, if earlier , upon Executive’ s death; (ii)a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving ef fect to the presumptions contained therein, and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (iii)each payment made under this Agreeme nt shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (iv)with regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulations Section 1.409A-1(b), (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in- kind benefits provided, during any taxable year shall not af fect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year , and (C) such payments shall be made no later than two and a half months after the end of the calendar year in which the expenses were incurred. (d)Limitation on Payments Under Certain Circumstances . (i)Notwithstanding any other provision of this Agreement to the contrary , in the event that Executive becomes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock awards) under any agreement, arrangement, plan or program with the Company or any person af filiated with the Company (collectively , the “ Payments ”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“ Section 280G ”) and it is determined that, but for this Section 12(d)(i) , any of the Payments will be subject to any excise tax pursuant to Code Section 4999, loss of deduction under Code Section 280G, or any similar or successor provision (the “ Excise T ax”), the Company shall pay to Executive either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “ Capped Payments ”), whichever of the foregoing amounts results in the receipt by Executive, on an after -tax basis 13 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 13/32 (with consideration of all taxes incurred in connection with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after -tax benefit from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 12(d)(iii) (if applicable), Executive shall be deemed to pay federal, state and local taxes at the highest mar ginal rate of taxation for the applicable calendar year . (ii)All computations and determinations called for by Sections 12(d)(i) and 12(d)(iii) shall be made and reported in writing to the Company and Executive by a third-party service provider selected by the Company and Executive (the “ Tax Advisor ”), and all such computations and determinations shall be conclusive and binding on the Company and Executive. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses char ged by the Tax Advisor in connection with its services. (iii)In the event that Section 12(d)(i) applies and a reduction is required to be applied to the Payments thereunder , the Payments shall be reduced by the Company in a manner and order of priority that provides Executive with the lar gest net after -tax value; provided that payments of equal after -tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A. 13.Assignment . This Agreement and Executive’ s rights under this Agreement are personal to Executive and shall not be assignable by Executive. The Company may , by written notice to Executive, assign this Agreement to any af filiated or successor to all or substantially all of the business and assets the Company and then only so long as such af filiate or successor assumes and agrees, in such form and substance as is reasonably satisfactory to Executive, to perform all of the Company’ s duties, responsibilities, obligations and liabilities hereunder , including without limitation upon the termination of the Employment Term; provided, however , the termination of Executive’ s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Executive’ s employment by such affiliate or successor upon the identical terms and provisions of this Agreement shall not be deemed to constitute a termination of the Employment Term. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 14.Notices . All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally , (b) one (1) day after being sent by a reputable commercial overnight service signature required, (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, (d) or , if by electronic communication, when sent to the email address set forth below for each party or at such other addresses as the parties may later designate in writing: 14 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 14/32 If to the Company: EVO Transportation & Ener gy Services, Inc. 2075 W. Pinnacle Peak Rd., Suite 130 Phoenix, AZ 85027 Attention:\\tMichael Bayles, Chief Executive Of ficer \\t\\[email protected] If to Executive: Bruce Kalem 12 Ransom Hollow Hattiesbur g, MS 39402 [email protected] 15.Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision. 16.Integration . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver , alteration or modification of any of the provisions of this Agreement will be binding unless in writing that specifically refers to this Agreement and is signed by Executive and a duly authorized representative of the Company . 17.Waiver of Breach . The waiver of a breach of any term or provision of this Agreement must be in writing and will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. 18.Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. 19.Governing Law . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by , the laws of the State of Delaware without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts located in Maricopa County , Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement, Executive’ s employment by the Company , or for recognition or enforcement of any judgment. 20.Acknowledgment . Executive acknowledges that he has had the opportunity to 15 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 15/32 discuss this Agreement with and obtain advice from his private attorney , has had suf ficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 21.Counterparts . This Agreement may be executed in counterparts, and may delivered personally or by facsimile or electronic transmission, and each counterpart will have the same force and ef fect as an original and will constitute an ef fective, binding agreement on the part of each of the undersigned parties. {Signature Page Follows} 16 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 16/32 IN WITNESS WHEREOF , each of the parties has executed this Employment Agreement, in the case of the Company by its duly authorized of ficer, as of the Ef fective Date in the preamble hereof. COMP ANY : EVO Transportation & Ener gy Services, Inc. By: /s/ Michael Bayles\\t Name: Michael Bayles Title: Chief Executive Of ficerEXECUTIVE: By: /s/ Bruce Kalem\\t Name: Bruce Kalem \\t 17 17 17 17 17 17 17 17 17 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 17/32 [Date] [Via \\t] 18 18 18 18 18 18 18 18 18 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 18/32 Exhibit A Form of Release 19 19 19 19 19 19 19 19 19 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 19/32 Personal and Confidential 20 20 20 20 20 20 20 20 20 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 20/32 Executive [Executive Address] Re:\\tSeparation Agreement and Release Dear Executive: As you know , your employment with EVO Transportation & Energy Services, Inc. (the “Company ”) ended effective at the close of business on [Date] pursuant to Section 2 of your Executive Employment Agreement with the Company dated as of INSER T, 2023 (the “Employment Agreement ”). The purpose of this Separation Agreement and Release letter (“Agreement ”) is to set forth the specific separation pay and benefits that the Company will provide you as set forth in Section 2 of your Employment Agreement in exchange for your agreement to the terms and conditions of this Agreement. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Employment Agreement. By your signature below , you agree to the following terms and conditions: 1. End of Employment . Your employment with the Company ended effective at the close of business on [Date]. Upon your receipt of your final paycheck, which includes payment for services through [Date], you will have received all wages, compensation and benefits owed to you by virtue of your employment with the Company or termination thereof. If applicable, information regarding your right to elect COBRA coverage will be sent to you via separate letter . You are not eligible for any other payments or benefits by virtue of your employment with the Company or termination thereof except for those expressly described in this Agreement. You will not receive the separation pay and benefits described in Section 2 of this Agreement if you (i) do not sign this Agreement and return it to the Company by the Offer Expiration (as defined below), (ii) rescind this Agreement after signing it, or (iii) violate any of the terms and conditions set forth in this Agreement. 2. Separation Pay and Benefits . Specifically in consideration of your signing this Agreement and subject to the limitations, obligation s, and other provisions contained in this Agreement, the Company agrees as follows: 21 21 21 21 21 21 21 21 21 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 21/32 22 22 22 22 22 22 22 22 22 LEGAL_US_E # 168595263.6 16/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 22/32 a. [See Employment Agreement] 3. Release of Claims . Specifically in consideration of the separation pay and benefits described in Section 2 hereof, and the release provided to you by the Company below , by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following: a. You hereby do release and forever dischar ge the “Released Parties” (as defined in Section 3(e) below) of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability , damages, claims for punitive or liquidated damages, claims for attorney’ s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever , you have or might have against them or any of them, whether known or unknown, in law or equity , contract or tort, arising out of or in connection with your employment or independent contractor engagement with the Company , or the termination of that employment or engagement, or otherwise, and however originating or existing, from the beginning of time through the date of your signing this Agreement. b. This release includes, without limiting the generality of the foregoing, any claims you may have for, wages, bonuses, commissions, penalties, deferred compensa tion, vacation, sick, and/or paid time off (PTO) pay, separation pay and/or benefits; tortious conduct, defamation, libel, slander , invasion of privacy , negligence, emotional distress; breach of implied or express contract, estoppel; wrongful dischar ge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment); violation of any of the following: the United States Constitution, the Dela ware Constitution, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Arizona wage laws, Arizona equal pay laws, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Occupational Health and Safety Act, Arizona right to work laws, Arizona employee drug testing laws, the Arizona Medical Marijuana Act, Arizona genetic testing laws, the Arizona criminal code , any paid sick leave law, any local human rights ordinance, Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act, 42, the Worker Adjustment & Retraining Notification Act (the WARN Act), U.S.C. § 12101 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; any claim for retaliation; all waivable claims arising under Indiana and local statutes. You hereby waive any and all relief not provided for in this Agreement. You understand and agree that, by signing this Agreement, you waive and release any claim to employment with the Company . 23 23 23 23 23 23 23 23 23 LEGAL_US_E # 168595263.6 A-2316/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 23/32 c. If you file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above in Section 1 above are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive, and agree not to take, any award of money or other damages from such charge, complaint, or action. Notwithstanding the foregoing, you do not waive your right to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a governmental agency . d. You are not, by signing this Agreement, releasing or waiving (1) any vested interest you may have in any stock options, warrants or other equity , or 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may arise after the Agreement is signed, (3) the post-employment payments and benefits specifically promised to you under Section 2 of this Agreement, (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (5) any rights you have to workers compensation benefits, (6) any rights you have under unemployment compensation benefits laws, (7) the right to file a charge or complaint with a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency, subject to Section 3(c) above, (8) the right to communicate with, testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the EEOC, NLRB, OSHA, SEC or other governmental agency, (9) any rights you may have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (10) any rights arising under any agreements between you and the Company related to any equity interests you may have in the Company. e. The “Released Parties ,” as used in this Agreement, shall mean the Company and its parent, subsidiaries, divisions, affiliated entities, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of the Released Parties in their of ficial and individual capacities. f. In consideration for the promises, including the Release of Claims of the Company by you, the Company agrees to release and forever dischar ge you of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability , damages, claims for punitive or liquidated damages, claims for attorneys’ fees, costs and disbursements, demands of any kind whatsoever (collectively “ Claims ”), which it has or might have against you 24 24 24 24 24 24 24 24 24 LEGAL_US_E # 168595263.6 A-2416/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 24/32 or your agents, servants, heirs, or legal representatives, whether known or unknown, in law or equity , contract or tort, to the extent arising out of or in connection with your employment or independent contractor engagement with the Company , and however originating or existing, from the beginning of time through the date of execution of this Agreement, except for those Claims arising from fraudulent or intentional misconduct by you. 4. Notice of Right to Consult Attorney and Twenty-One (21) Calendar Day Consideration Period . By signing this Agreement, you acknowledge and agree that the Company has informed you by this Agreement that (1) you have the right to consult with an attorney of your choice prior to signing this Agreement, and (2) you are entitled to at least Twenty-One (21) calendar days from your receipt of this Agreement to consider whether the terms are acceptable to you. You have the right, if you choose, to sign this Agreement prior to the expiration of the Twenty-One (21) day period. 5. Notification of Rights under the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.) . You are hereby notified of your right to rescind the release of claims contained in Section 3 with regard to claims arising under the federal Age Discrimination in Employm ent Act, 29 U.S.C. § 621 et seq.), within seven (7) calendar days of your signing this Agreement. In order to be effective, the rescission must (a) be in writing; (b) delivered to Jared Brown, Head of Human Resources, EVO Transportation & Energy Services, Inc., 2075 West Pinnacle Peak Road, Suite 130, Phoenix, AZ 85027, by hand or mail within the required period; and (c) if delivered by mail, the rescission must be postmarked within the required period, properly addressed to Jared Brown, as set forth above, and sent by certified mail, return receipt requested. You understand and agree that if you rescind any part of this Agreement in accordance with this Section 5, the Company will have no obligation to provide you the payments and benefits described in Section 2 of this Agreement and you will be obligated to return to the Company any payment(s) and benefits already received in connection with Section 2 of this Agreement. 6. Return of Property . You acknowledge and agree that all documents and materials relating to the business of, or the services provided by, the Company are the sole property of the Company . You agree and represent that you have returned to the Company all of its property , inclu ding but not limited to, all data, files, documents and property within your possession or control, which in any manner relate to the business of, or the duties and services you performed on behalf of the Company . 7. On-Going Obligations . If you breach any term of this Agreement or Section 9 of your Employment Agreement, the Company shall be entitled to its available legal and equitable 25 25 25 25 25 25 25 25 25 LEGAL_US_E # 168595263.6 A-2516/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 25/32 remedies, including but not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect. 8. Cooperation .\\tYou agree that through \\t[THE SEVERANCE PERIOD], you will cooperate with and respond to the Company in a timely and helpful manner via email or telephone should it have questions for you regarding your work for the Company such as, but not limited to, status of projects, location of data and documents, and passwords, provided that (i) such questions must be reasonable in volume and time commitment, and (ii) you may be required to spend up to a maximum of five (5) hours per month providing such cooperation and responses. 9. Non-Disparagement and Confidentiality . The Company and you promise and agree not to disparage one another or the Released Parties, the Company’ s employees, produ cts or services. You further promise and agree not to disclose or discuss, directly or indirectly , in any manner whatsoever , any information regarding the substance and/or nature of any dispute between the Company and any employee or former employee, including yourself. You agree that the only people with whom you may discuss this confidential information are your legal and financial advisors and your spouse, if applicable, provided they agree to keep the information confide ntial, federal and state tax authorities , the state unemployment compensation department, other govern ment agencies, or as otherwise required by law. The Company and you will reach a mutually agreeable statement regarding any termination under the Agreement. 10. Remedies . If either party breaches any term of this Agreement or the Employment Agreement, the prevailing party shall be entitled to its available legal and equitable remedies. For Company , this also includes but is not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreemen t shall remain in full force and ef fect. 11. Non-Admission . It is expressly understood that this Agreement does not constitute, nor shall it be construed as, an admission by the Released Parties or you of any liability or unlawful conduct whatsoever . The Released Parties and you specifically deny any liability or unlawful conduct. 26 26 26 26 26 26 26 26 26 LEGAL_US_E # 168595263.6 A-2616/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 26/32 12. Successors and Assigns . This Agreement is personal to you and may not be assigned by you without the written agreement of the Company . The rights and obligations of this Agreement shall inure to the successors and assigns of the Released Parties. 13. Enforceability . If a court finds any term of this Agree ment to be invalid, unenforceable, or void, the parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term shall be severed and all other terms of this Agreement shall remain in ef fect. 14. Law, Jurisdiction and Venue, Jury Trial Waiver . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Delaware, without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts located in Maricopa County , Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment. 15. Full Agreement . This Agreement contains the full agreement between you and the Released Parties as to your employment with the Company or termination thereof and may not be modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings between the parties as to your employment with the Company or termination thereof. Notwithstanding the foregoing, if you have previously signed an agreement or agreements with the Company containing confidentiality , trade secret, noncompe tition, nonsolicitation, intellectual property , return of property , and/or similar provisions your obligations under such agreement(s) (including, without limitation, under Section 10 of your Employment Agreement) shall continue in full force and effect according to their terms and will survive the termination of your employment. 16. Counterparts . This Agreement may be executed by facsimile or electronic transmission and in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. 17. Acknowledgment of Reading and Understanding . By signing this Agreement, you acknowledge that you have read this Agreement, including the release of claims contained in Section 3, and understand that the release of claims is a full and final release of all claims you may 27 27 27 27 27 27 27 27 27 LEGAL_US_E # 168595263.6 A-2716/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 27/32 have against the Company and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that you have entered into this Agreement knowingly and voluntarily . 28 28 28 28 28 28 28 28 28 LEGAL_US_E # 168595263.6 A-2816/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 28/32 The deadline for accepting this Agreement is 5:00 p.m. on the 22nd calendar day following your receipt of this Agreement (the “Offer Expiration ”). If not accepted by such time, the offer contained herein will expire. After you have reviewed this Agreement and obtained whateve r advice and counsel you consider appropriate regarding it, please evidence your agreement to the provisions set forth in this Agreement by dating and signing the Agreement. Please then return a signed Agreement to me no later than the Of fer Expiration. Please keep a copy for your records. We wish you all the best. Sincerely , EVO Transportation & Ener gy Services, Inc. ACKNOWLEDGMENT AND SIGNA TURE By signing below , I, \\t, acknowledge and agree to the following: •I have had adequate time to consider whether to sign this Separation Agreement and Release. •I have read this Separation Agreement and Release carefully . •I understand and agree to all of the terms of the Separation Agreement and Release. •I am knowingly and voluntarily releasing my claims against the Company and the other persons and entities defined as the Released Parties. •I have not, in signing this Agreement, relied upon any statements or explanations made by the Company except as for those specifically set forth in this Separation Agreement and Release. 29 29 29 29 29 29 29 29 29 29 29 29 2916/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 29/32 29 LEGAL_US_E # 168595263.6 A-2916/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 30/32 •I intend this Separation Agreement and Release to be legally binding. •I am signing this Separation Agreement and Release on or after my last day of employment with the Company . Accepted this \\tday of \\t, 20 . 30 30 30 30 30 30 30 30 30 30 30 30 30 30 LEGAL_US_E # 168595263.6 A-3016/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 31/3216/04/2025, 06:35 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1037140 32/32" }, { "role": "assistant", "content": "{\"clause_text\": \"The employment term shall be renewed annually unless terminated by notice.\", \"clause_type\": \"Contract Duration\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Allows for clarity in contract renewals with both parties' consent.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 nclc-20230315xex10d1.htm EX-10.1 1Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and Harry Sommer (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Executive is party to an Employment Agreement dated as of January 10, 2019 by and between the Executive and NCL (Corporation) Ltd. (the “Prior Employment Agreement ”), which sets forth the terms of the Executive’ s employment with Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (“ Parent ”), and its Afﬁliates. B. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. C. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. D. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship (including, without limitation, the Prior Employment Agreement) ef fective as of the Ef fective Date. Provided, however , that Executive’ s interim title change to President and Chief Executive Ofﬁcer -Elect of the Company and change in responsibilities will take ef fect beginning April 1, 2023 and such employment from April 1, 2023 through the Ef fective Date will be under the terms of the Prior Employment Agreement. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 1/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 2/511.2 Duties . During the Period of Employment, the Executive shall serve the Company as the President and Chief Executive Ofﬁcer of Parent, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period of Employment, the Executive shall report directly to the Board of Directors of Parent (the “ Board ”). During the Period of Employment, the Executive shall perform services for Parent and Parent’ s other subsidiaries and shall serve as a member of the Board, if appointed, and the Boards of Directors of certain subsidiaries of the Parent but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board, provided that the Executive shall be permitted to serve on one board of directors (or similar body) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 3/51216/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 4/513warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on July 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of One Million One Hundred Thousand dollars ($1,100,000.00). The Compensation Committee of the Board (the “ Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s target Incentive Bonus shall equal at least One Hundred Seventy Five percent (175%) of Base Salary beginning as of the Ef fective Date. The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 5/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 6/514by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. At least ﬁfty percent (50%) of the grant date fair value of any annual equity award granted pursuant to the Parent Equity Plan to the Executive will be awarded in awards that are subject to performance-based vesting requirements (and potentially additional vesting requirements based on continued employment). 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of Two Thousand Five Hundred dollars ($2,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre-approval policies in ef fect from time to time.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 7/5154.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be ﬁve (5) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in ef fect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, or (4) in the case of Sections 5.3(b)(v) and (vi) only , as a result of the Executive’ s death or Disability , the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 8/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 9/51deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.) (ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums charged to continue medical, vision, and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 10/516theretofore paid (the “ Prior -Year Bonus ”). Any Prior - Year Bonus that becomes16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 11/51payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro- Rata Bonus that becomes payable will be paid if and when the Incentive Bonus for active executive employees is paid (following the completion of the audit in the following calendar year). (v) At the Severance Date, all then outstanding and unvested equity awards granted on or after the Effective Date that are subject to vesting requirements based on continued employment but not performance- based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time-based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting. (vi) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 12/51716/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 13/518deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested Time-Based Awards granted on or after the Ef fective Date shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 14/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 15/519(ii) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President and Chief Executive Ofﬁcer level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 16/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 17/51105.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 18/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 19/51(b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the majority of the members of the Board based on the information then known by the Board, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with reasonable lawful directives of the Board after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 20/511116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 21/51voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by an independent physician mutually agreed to by the parties, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . Executive shall not be deemed to have a Disability if he is able to perform the essential functions of Executive’ s employment with a reasonable accommodation.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 22/511216/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 23/5113(f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\"Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder .16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 24/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 25/515.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b)(4) or severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9) (iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or , if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not af fect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 26/511416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 27/5115Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after -tax beneﬁt to the Executive is greater after giving ef fect to such reduction than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 28/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 29/51business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 30/511616/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 31/51methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 32/511716/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 33/5118become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “ Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 34/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 35/5119Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company and for a period of twenty-four months after the Severance Date, the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 36/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 37/5120employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation ”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit)in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 38/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 39/51218. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 40/5122obligations of any party under this Agreement will not be materially and adversely affected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 13. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 41/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 42/5123discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 43/512421. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against any and all losses, damages, char ges, costs, expenses, and attorneys, accounting, and expert fees, whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to recoupment, clawback or similar policies as may be in ef fect from time to time under provisions of applicable law , which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 44/51IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/Harry Sommer Harry Sommer 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 45/51Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). In exchange for severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 46/51omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay , life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical, vision, or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement;16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 47/51C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it; D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty-one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 48/517. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 49/5113. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 50/51ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 51/51" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive shall not engage with competitors during employment.\", \"clause_type\": \"Non-Compete\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Protects employer's business interests appropriately.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 nclc-20230315xex10d1.htm EX-10.1 1Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and Harry Sommer (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Executive is party to an Employment Agreement dated as of January 10, 2019 by and between the Executive and NCL (Corporation) Ltd. (the “Prior Employment Agreement ”), which sets forth the terms of the Executive’ s employment with Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (“ Parent ”), and its Afﬁliates. B. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. C. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. D. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship (including, without limitation, the Prior Employment Agreement) ef fective as of the Ef fective Date. Provided, however , that Executive’ s interim title change to President and Chief Executive Ofﬁcer -Elect of the Company and change in responsibilities will take ef fect beginning April 1, 2023 and such employment from April 1, 2023 through the Ef fective Date will be under the terms of the Prior Employment Agreement. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 1/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 2/511.2 Duties . During the Period of Employment, the Executive shall serve the Company as the President and Chief Executive Ofﬁcer of Parent, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period of Employment, the Executive shall report directly to the Board of Directors of Parent (the “ Board ”). During the Period of Employment, the Executive shall perform services for Parent and Parent’ s other subsidiaries and shall serve as a member of the Board, if appointed, and the Boards of Directors of certain subsidiaries of the Parent but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board, provided that the Executive shall be permitted to serve on one board of directors (or similar body) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 3/51216/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 4/513warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on July 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of One Million One Hundred Thousand dollars ($1,100,000.00). The Compensation Committee of the Board (the “ Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s target Incentive Bonus shall equal at least One Hundred Seventy Five percent (175%) of Base Salary beginning as of the Ef fective Date. The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 5/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 6/514by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. At least ﬁfty percent (50%) of the grant date fair value of any annual equity award granted pursuant to the Parent Equity Plan to the Executive will be awarded in awards that are subject to performance-based vesting requirements (and potentially additional vesting requirements based on continued employment). 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of Two Thousand Five Hundred dollars ($2,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre-approval policies in ef fect from time to time.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 7/5154.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be ﬁve (5) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in ef fect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, or (4) in the case of Sections 5.3(b)(v) and (vi) only , as a result of the Executive’ s death or Disability , the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 8/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 9/51deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.) (ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums charged to continue medical, vision, and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 10/516theretofore paid (the “ Prior -Year Bonus ”). Any Prior - Year Bonus that becomes16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 11/51payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro- Rata Bonus that becomes payable will be paid if and when the Incentive Bonus for active executive employees is paid (following the completion of the audit in the following calendar year). (v) At the Severance Date, all then outstanding and unvested equity awards granted on or after the Effective Date that are subject to vesting requirements based on continued employment but not performance- based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time-based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting. (vi) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 12/51716/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 13/518deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested Time-Based Awards granted on or after the Ef fective Date shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 14/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 15/519(ii) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President and Chief Executive Ofﬁcer level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 16/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 17/51105.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 18/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 19/51(b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the majority of the members of the Board based on the information then known by the Board, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with reasonable lawful directives of the Board after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 20/511116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 21/51voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by an independent physician mutually agreed to by the parties, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . Executive shall not be deemed to have a Disability if he is able to perform the essential functions of Executive’ s employment with a reasonable accommodation.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 22/511216/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 23/5113(f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\"Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder .16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 24/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 25/515.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b)(4) or severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9) (iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or , if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not af fect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 26/511416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 27/5115Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after -tax beneﬁt to the Executive is greater after giving ef fect to such reduction than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 28/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 29/51business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 30/511616/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 31/51methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 32/511716/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 33/5118become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “ Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 34/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 35/5119Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company and for a period of twenty-four months after the Severance Date, the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 36/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 37/5120employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation ”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit)in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 38/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 39/51218. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 40/5122obligations of any party under this Agreement will not be materially and adversely affected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 13. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 41/5116/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 42/5123discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 43/512421. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against any and all losses, damages, char ges, costs, expenses, and attorneys, accounting, and expert fees, whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to recoupment, clawback or similar policies as may be in ef fect from time to time under provisions of applicable law , which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 44/51IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/Harry Sommer Harry Sommer 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 45/51Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). In exchange for severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 46/51omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay , life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical, vision, or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement;16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 47/51C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it; D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty-one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 48/517. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 49/5113. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 50/51ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030301 https://mcc.law.stanford.edu/capi/ﬁle/1030301 51/51" }, { "role": "assistant", "content": "{\"clause_text\": \"Severance includes base salary for 12 months if terminated without cause.\", \"clause_type\": \"Severance\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Provides fair compensation as per best practices.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 nclc-20230315xex10d2.htm EX-10.2 1Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and David Herrera (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. B. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. C. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship ef fective as of the Ef fective Date. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement. 1.2 Duties . During the Period of Employment, the Executive shall serve the Company as its President, Norwegian Cruise Line, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 1/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 2/54of Employment, the Executive shall report directly to either the President and Chief Executive Ofﬁcer - Elect, Norwegian Cruise Line Holdings Ltd., or the President and Chief Executive Ofﬁcer of Norwegian Cruise Line Holdings Ltd., or his/her designee. During the Period of Employment, the Executive shall perform services for Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (the “ Parent ”), and the Parent’ s other subsidiaries, but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board of Directors of the Parent (the “ Board ”), provided that the Executive shall be permitted to serve on one board of directors (or similar bodies) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 3/54216/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 4/543present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on April 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of Seven Hundred and Fifty Thousand dollars ($750,000.00). The Compensation Committee of the Board (the “Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 5/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 6/544under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of up to One Thousand Five Hundred dollars ($1,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre- approval policies in ef fect from time to time. 4.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be four (4) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in effect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 7/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 8/545Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) below apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.)16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 9/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 10/54(ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums char ged to continue medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not theretofore paid (the “ Prior -Year Bonus ”). Any Prior -Year Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro- rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro-Rata Bonus that becomes payable 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 11/54616/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 12/547will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit in the following calendar year). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 13/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 14/548agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested equity awards granted after the Ef fective Date that are subject to vesting requirements based on continued employment but not performance-based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time- based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share. (ii) All then-outstanding and unvested equity awards granted after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 15/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 16/54(e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage. 5.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 17/54916/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 18/5410the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time. (b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the Chief Executive Ofﬁcer of the Parent based on the information then known to him, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 19/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 20/54reasonable directives of the Board and/or Chief Executive Ofﬁcer of the Parent, in either case after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 21/5411registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 22/5414(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company , even with reasonable accommodation that does not impose an undue hardship on the Company , for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . (f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\" Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 23/541216/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 24/5413terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder . 5.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b) (4) or severance16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 25/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 26/54pay contemplated by Treasury Regulation Section 1.409A- 1(b)(9)(iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or, if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not affect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after - tax beneﬁt to the Executive is greater after giving ef fect to such reduction16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 27/541416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 28/54than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 29/541516/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 30/54government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 31/541616/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 32/54to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 33/541716/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 34/5418management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 35/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 36/5419suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company , the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 37/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 38/5420reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. 8. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 39/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 40/5421Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and obligations of any party under this Agreement will not be materially and adversely af fected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 41/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 42/542213. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 43/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 44/5423to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. 21. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against all costs, char ges and expenses whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 45/5424indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to the terms of the Company’ s or Parent’ s recoupment, clawback or similar policy as it may be in ef fect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 46/54IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/David Herrera David Herrera 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 47/54Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 48/54unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay, life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement; C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it;16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 49/5416/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 50/54D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 7. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 51/54same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 52/5413. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 53/54ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:34 mcc.law.stanford.edu/capi/ﬁle/1030302 https://mcc.law.stanford.edu/capi/ﬁle/1030302 54/54" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive must not disclose confidential information during or after employment.\", \"clause_type\": \"Confidentiality\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Standard confidentiality clause present.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 nclh-20230315xex10d1.htm EX-10.1 1Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and Harry Sommer (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Executive is party to an Employment Agreement dated as of January 10, 2019 by and between the Executive and NCL (Corporation) Ltd. (the “Prior Employment Agreement ”), which sets forth the terms of the Executive’ s employment with Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (“ Parent ”), and its Afﬁliates. B. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. C. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. D. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship (including, without limitation, the Prior Employment Agreement) ef fective as of the Ef fective Date. Provided, however , that Executive’ s interim title change to President and Chief Executive Ofﬁcer -Elect of the Company and change in responsibilities will take ef fect beginning April 1, 2023 and such employment from April 1, 2023 through the Ef fective Date will be under the terms of the Prior Employment Agreement. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 1/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 2/511.2 Duties . During the Period of Employment, the Executive shall serve the Company as the President and Chief Executive Ofﬁcer of Parent, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period of Employment, the Executive shall report directly to the Board of Directors of Parent (the “ Board ”). During the Period of Employment, the Executive shall perform services for Parent and Parent’ s other subsidiaries and shall serve as a member of the Board, if appointed, and the Boards of Directors of certain subsidiaries of the Parent but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board, provided that the Executive shall be permitted to serve on one board of directors (or similar body) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 3/51216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 4/513warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on July 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of One Million One Hundred Thousand dollars ($1,100,000.00). The Compensation Committee of the Board (the “ Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s target Incentive Bonus shall equal at least One Hundred Seventy Five percent (175%) of Base Salary beginning as of the Ef fective Date. The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 5/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 6/514by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. At least ﬁfty percent (50%) of the grant date fair value of any annual equity award granted pursuant to the Parent Equity Plan to the Executive will be awarded in awards that are subject to performance-based vesting requirements (and potentially additional vesting requirements based on continued employment). 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of Two Thousand Five Hundred dollars ($2,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre-approval policies in ef fect from time to time.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 7/5154.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be ﬁve (5) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in ef fect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, or (4) in the case of Sections 5.3(b)(v) and (vi) only , as a result of the Executive’ s death or Disability , the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 8/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 9/51deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.) (ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums charged to continue medical, vision, and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 10/516theretofore paid (the “ Prior -Year Bonus ”). Any Prior - Year Bonus that becomes16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 11/51payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro- Rata Bonus that becomes payable will be paid if and when the Incentive Bonus for active executive employees is paid (following the completion of the audit in the following calendar year). (v) At the Severance Date, all then outstanding and unvested equity awards granted on or after the Effective Date that are subject to vesting requirements based on continued employment but not performance- based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time-based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting. (vi) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 12/51716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 13/518deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested Time-Based Awards granted on or after the Ef fective Date shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 14/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 15/519(ii) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President and Chief Executive Ofﬁcer level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 16/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 17/51105.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 18/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 19/51(b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the majority of the members of the Board based on the information then known by the Board, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with reasonable lawful directives of the Board after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 20/511116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 21/51voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by an independent physician mutually agreed to by the parties, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . Executive shall not be deemed to have a Disability if he is able to perform the essential functions of Executive’ s employment with a reasonable accommodation.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 22/511216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 23/5113(f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\"Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 24/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 25/515.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b)(4) or severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9) (iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or , if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not af fect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 26/511416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 27/5115Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after -tax beneﬁt to the Executive is greater after giving ef fect to such reduction than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 28/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 29/51business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 30/511616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 31/51methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 32/511716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 33/5118become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “ Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 34/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 35/5119Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company and for a period of twenty-four months after the Severance Date, the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 36/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 37/5120employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation ”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit)in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 38/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 39/51218. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 40/5122obligations of any party under this Agreement will not be materially and adversely affected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 13. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 41/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 42/5123discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 43/512421. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against any and all losses, damages, char ges, costs, expenses, and attorneys, accounting, and expert fees, whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to recoupment, clawback or similar policies as may be in ef fect from time to time under provisions of applicable law , which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 44/51IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/Harry Sommer Harry Sommer 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 45/51Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). In exchange for severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 46/51omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay , life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical, vision, or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement;16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 47/51C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it; D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty-one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 48/517. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 49/5113. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 50/51ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 51/51" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive will receive an annual base salary of $1,100,000.\", \"clause_type\": \"Remuneration\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Salary level aligns with executive role expectations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 nclh-20230315xex10d1.htm EX-10.1 1Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and Harry Sommer (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Executive is party to an Employment Agreement dated as of January 10, 2019 by and between the Executive and NCL (Corporation) Ltd. (the “Prior Employment Agreement ”), which sets forth the terms of the Executive’ s employment with Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (“ Parent ”), and its Afﬁliates. B. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. C. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. D. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship (including, without limitation, the Prior Employment Agreement) ef fective as of the Ef fective Date. Provided, however , that Executive’ s interim title change to President and Chief Executive Ofﬁcer -Elect of the Company and change in responsibilities will take ef fect beginning April 1, 2023 and such employment from April 1, 2023 through the Ef fective Date will be under the terms of the Prior Employment Agreement. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 1/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 2/511.2 Duties . During the Period of Employment, the Executive shall serve the Company as the President and Chief Executive Ofﬁcer of Parent, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period of Employment, the Executive shall report directly to the Board of Directors of Parent (the “ Board ”). During the Period of Employment, the Executive shall perform services for Parent and Parent’ s other subsidiaries and shall serve as a member of the Board, if appointed, and the Boards of Directors of certain subsidiaries of the Parent but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board, provided that the Executive shall be permitted to serve on one board of directors (or similar body) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 3/51216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 4/513warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on July 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of One Million One Hundred Thousand dollars ($1,100,000.00). The Compensation Committee of the Board (the “ Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s target Incentive Bonus shall equal at least One Hundred Seventy Five percent (175%) of Base Salary beginning as of the Ef fective Date. The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 5/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 6/514by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. At least ﬁfty percent (50%) of the grant date fair value of any annual equity award granted pursuant to the Parent Equity Plan to the Executive will be awarded in awards that are subject to performance-based vesting requirements (and potentially additional vesting requirements based on continued employment). 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of Two Thousand Five Hundred dollars ($2,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre-approval policies in ef fect from time to time.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 7/5154.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be ﬁve (5) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in ef fect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, or (4) in the case of Sections 5.3(b)(v) and (vi) only , as a result of the Executive’ s death or Disability , the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 8/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 9/51deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.) (ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums charged to continue medical, vision, and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 10/516theretofore paid (the “ Prior -Year Bonus ”). Any Prior - Year Bonus that becomes16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 11/51payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro- Rata Bonus that becomes payable will be paid if and when the Incentive Bonus for active executive employees is paid (following the completion of the audit in the following calendar year). (v) At the Severance Date, all then outstanding and unvested equity awards granted on or after the Effective Date that are subject to vesting requirements based on continued employment but not performance- based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time-based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting. (vi) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 12/51716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 13/518deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested Time-Based Awards granted on or after the Ef fective Date shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 14/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 15/519(ii) All then-outstanding and unvested equity awards granted on or after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior - Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President and Chief Executive Ofﬁcer level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 16/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 17/51105.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 18/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 19/51(b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the majority of the members of the Board based on the information then known by the Board, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with reasonable lawful directives of the Board after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 20/511116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 21/51voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by an independent physician mutually agreed to by the parties, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . Executive shall not be deemed to have a Disability if he is able to perform the essential functions of Executive’ s employment with a reasonable accommodation.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 22/511216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 23/5113(f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\"Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 24/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 25/515.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b)(4) or severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9) (iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or , if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not af fect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 26/511416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 27/5115Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after -tax beneﬁt to the Executive is greater after giving ef fect to such reduction than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 28/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 29/51business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 30/511616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 31/51methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 32/511716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 33/5118become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “ Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 34/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 35/5119Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company and for a period of twenty-four months after the Severance Date, the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 36/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 37/5120employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation ”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit)in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 38/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 39/51218. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 40/5122obligations of any party under this Agreement will not be materially and adversely affected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 13. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 41/5116/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 42/5123discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 43/512421. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against any and all losses, damages, char ges, costs, expenses, and attorneys, accounting, and expert fees, whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to recoupment, clawback or similar policies as may be in ef fect from time to time under provisions of applicable law , which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 44/51IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/Harry Sommer Harry Sommer 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 45/51Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). In exchange for severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 46/51omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay , life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical, vision, or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement;16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 47/51C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it; D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty-one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 48/517. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 49/5113. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 50/51ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031607 https://mcc.law.stanford.edu/capi/ﬁle/1031607 51/51" }, { "role": "assistant", "content": "{\"clause_text\": \"Five weeks of vacation will be granted annually.\", \"clause_type\": \"Leave\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Exceeds statutory requirement under Sri Lankan law.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 nclh-20230315xex10d2.htm EX-10.2 1Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and David Herrera (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. B. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. C. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship ef fective as of the Ef fective Date. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement. 1.2 Duties . During the Period of Employment, the Executive shall serve the Company as its President, Norwegian Cruise Line, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 1/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 2/54of Employment, the Executive shall report directly to either the President and Chief Executive Ofﬁcer - Elect, Norwegian Cruise Line Holdings Ltd., or the President and Chief Executive Ofﬁcer of Norwegian Cruise Line Holdings Ltd., or his/her designee. During the Period of Employment, the Executive shall perform services for Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (the “ Parent ”), and the Parent’ s other subsidiaries, but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board of Directors of the Parent (the “ Board ”), provided that the Executive shall be permitted to serve on one board of directors (or similar bodies) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 3/54216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 4/543present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on April 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of Seven Hundred and Fifty Thousand dollars ($750,000.00). The Compensation Committee of the Board (the “Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 5/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 6/544under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of up to One Thousand Five Hundred dollars ($1,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre- approval policies in ef fect from time to time. 4.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be four (4) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in effect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 7/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 8/545Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) below apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 9/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 10/54(ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums char ged to continue medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not theretofore paid (the “ Prior -Year Bonus ”). Any Prior -Year Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro- rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro-Rata Bonus that becomes payable 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 11/54616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 12/547will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit in the following calendar year). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 13/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 14/548agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested equity awards granted after the Ef fective Date that are subject to vesting requirements based on continued employment but not performance-based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time- based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share. (ii) All then-outstanding and unvested equity awards granted after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 15/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 16/54(e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage. 5.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 17/54916/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 18/5410the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time. (b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the Chief Executive Ofﬁcer of the Parent based on the information then known to him, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 19/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 20/54reasonable directives of the Board and/or Chief Executive Ofﬁcer of the Parent, in either case after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 21/5411registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 22/5414(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company , even with reasonable accommodation that does not impose an undue hardship on the Company , for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . (f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\" Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 23/541216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 24/5413terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder . 5.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b) (4) or severance16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 25/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 26/54pay contemplated by Treasury Regulation Section 1.409A- 1(b)(9)(iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or, if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not affect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after - tax beneﬁt to the Executive is greater after giving ef fect to such reduction16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 27/541416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 28/54than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 29/541516/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 30/54government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 31/541616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 32/54to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 33/541716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 34/5418management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 35/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 36/5419suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company , the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 37/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 38/5420reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. 8. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 39/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 40/5421Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and obligations of any party under this Agreement will not be materially and adversely af fected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 41/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 42/542213. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 43/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 44/5423to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. 21. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against all costs, char ges and expenses whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 45/5424indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to the terms of the Company’ s or Parent’ s recoupment, clawback or similar policy as it may be in ef fect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 46/54IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/David Herrera David Herrera 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 47/54Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 48/54unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay, life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement; C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it;16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 49/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 50/54D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 7. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 51/54same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 52/5413. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 53/54ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 54/54" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive entitled to two years of severance on change in control.\", \"clause_type\": \"Severance\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Exceeds local severance regulations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 nclh-20230315xex10d2.htm EX-10.2 1Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and David Herrera (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. B. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. C. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship ef fective as of the Ef fective Date. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement. 1.2 Duties . During the Period of Employment, the Executive shall serve the Company as its President, Norwegian Cruise Line, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 1/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 2/54of Employment, the Executive shall report directly to either the President and Chief Executive Ofﬁcer - Elect, Norwegian Cruise Line Holdings Ltd., or the President and Chief Executive Ofﬁcer of Norwegian Cruise Line Holdings Ltd., or his/her designee. During the Period of Employment, the Executive shall perform services for Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (the “ Parent ”), and the Parent’ s other subsidiaries, but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board of Directors of the Parent (the “ Board ”), provided that the Executive shall be permitted to serve on one board of directors (or similar bodies) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 3/54216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 4/543present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on April 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of Seven Hundred and Fifty Thousand dollars ($750,000.00). The Compensation Committee of the Board (the “Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 5/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 6/544under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of up to One Thousand Five Hundred dollars ($1,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre- approval policies in ef fect from time to time. 4.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be four (4) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in effect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 7/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 8/545Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) below apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 9/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 10/54(ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums char ged to continue medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not theretofore paid (the “ Prior -Year Bonus ”). Any Prior -Year Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro- rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro-Rata Bonus that becomes payable 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 11/54616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 12/547will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit in the following calendar year). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 13/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 14/548agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested equity awards granted after the Ef fective Date that are subject to vesting requirements based on continued employment but not performance-based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time- based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share. (ii) All then-outstanding and unvested equity awards granted after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 15/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 16/54(e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage. 5.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 17/54916/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 18/5410the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time. (b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the Chief Executive Ofﬁcer of the Parent based on the information then known to him, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 19/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 20/54reasonable directives of the Board and/or Chief Executive Ofﬁcer of the Parent, in either case after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 21/5411registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 22/5414(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company , even with reasonable accommodation that does not impose an undue hardship on the Company , for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . (f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \\\" Good Reason Process \\\" following the occurrence of any of the following events (referred to individually as a \\\" Good Reason Event \\\" and collectively as \\\" Good Reason Events \\\"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \\\" Good Reason Process \\\" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 23/541216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 24/5413terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder . 5.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b) (4) or severance16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 25/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 26/54pay contemplated by Treasury Regulation Section 1.409A- 1(b)(9)(iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or, if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not affect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after - tax beneﬁt to the Executive is greater after giving ef fect to such reduction16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 27/541416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 28/54than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 29/541516/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 30/54government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 31/541616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 32/54to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 33/541716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 34/5418management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 35/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 36/5419suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company , the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 37/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 38/5420reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. 8. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 39/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 40/5421Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and obligations of any party under this Agreement will not be materially and adversely af fected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 41/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 42/542213. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 43/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 44/5423to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. 21. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against all costs, char ges and expenses whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 45/5424indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to the terms of the Company’ s or Parent’ s recoupment, clawback or similar policy as it may be in ef fect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 46/54IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/David Herrera David Herrera 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 47/54Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 48/54unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay, life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement; C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it;16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 49/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 50/54D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 7. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 51/54same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 52/5413. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 53/54ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 54/54" }, { "role": "assistant", "content": "{\"clause_text\": \"Termination without cause requires written notice.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Provides for fair termination procedure.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: Letter of Appointment Date : 2023 - 09 - 20 Name : Daham Dineth Moksha Rajapakse Address : 4/4A, Mahena, Pahalayagoda , Ganemulla NIC : 200425202517 Dear Mr. Daham Rajapakse , We are pleased to officially welcome you to the BRYLIX Pvt Ltd team as a Assosia te Software Engineer. We were impressed by your skills, experience, and dedication to the field of software engineering during the selection process. Your employment with BRYLIX Pvt Ltd will commence on September 6th, 202 2. Your starting salary will be Rs. 50,000 per month. As a Associate Software Engineer, you will play a crucial role in our development projects, leveraging your expertise to create robust and dynamic web applications. We believe that your background in software engineering, along with your specialization in utilizing the Laravel framework, will greatly contribute to the success of our company's projects. Your commitment to innovation and problem - solving aligns perfectly with our values. Please note that your employment is subject to the terms and conditions outlined in the employment contract, which you will receive separately. This letter serves as a formal agreement of your employment terms. Once again, we extend our warmest welcome to you. We are excited about the contributions you will make to Brylix Pvt Ltd and are confident that your skills and dedication will help us achieve new heights. Please sign and return a copy of this letter to indicate your acceptance of the terms. Should you have any questions or require further information, please feel free to contact us at [HR Contact Information]. We look forward to a successful and mutually beneficial partnership. Once again, we extend our warmest welcome to you. We are excited about the contributions you will make to BRYLIX Pvt Ltd and are confident that your skills and dedication will help us achieve new heights. Please sign and return a copy of this letter to indicate your acceptance of the terms. Should you have any questions or require further information, please feel free to contact us at [email protected] . We look forward to a successful and mutually beneficial partnership. Signed by the Employee:……………………………………………………………………. Daham Dineth Moksha Rajapakse Signed on behalf of the Company:……………………………………………………………………. Name: Chamindu Yasitha Hennayake – Director of BRYLIX (pvt) Ltd." }, { "role": "assistant", "content": "{\"clause_text\": \"No clause found related to working hours.\", \"clause_type\": NaN, \"compliance_status\": NaN, \"legal_justification\": NaN}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 6 airg-ex10_22.htm EX-10.22 Exhibit 10.22 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”), effective as of October 17, 2022 (the “Effective Date”), is made by and between AIRGAIN, INC. (the “Company”), and MICHAEL ELBAZ (“Employee”). WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to employ Employee under the following terms and conditions; and WHEREAS, Employee desires to be employed by the Company and to accept such terms and conditions of employment as are contained in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Employee (individually a “Party” and together the “Parties”) agree as follows: AGREEMENT 1. Effective Date. Employee’s employment under the terms of this Agreement shall commence on the Effective Date. 2.At-will Employment. Employee’s employment relationship with the Company under this Agreement (“Employment”) is at-will, terminable at any time and for any reason by either the Company or Employee. While certain sections of this Agreement describe events that could occur at a particular time in the future, nothing in this Agreement shall be construed as a guarantee of employment of any length. 3.Employment Duties. a)Title/Responsibilities. Effective from and after the Effective Date, Employee shall be the Chief Financial Officer and Secretary of the Company, reporting to the Chief Executive Officer and President (the “Supervising Officer”) of the Company. Employee shall perform all of the duties and responsibilities of such offices set forth in the Bylaws of the Company and those commonly associated with such offices and such further duties and responsibilities as may from time to time be assigned to him by the Board or the Supervising Officer. b)Full-Time Attention. Employee shall devote his full time, attention, energy and skills to the Company during the period he is employed under this Agreement. c)Policy Compliance. Employee shall comply with all of the Company’s policies, practices and procedures, as well as, all applicable laws. As a condition to his commencement of employment, Employee will execute and deliver to the Company the Employee Proprietary Information and Inventions Assignment Agreement (the “Employee Proprietary Information and Inventions Assignment Agreement”) attached hereto as Exhibit 1. 4.Compensation. a)Base Salary. The Company shall pay Employee a base salary of $315,000 per year, or such higher amount as the Board may determine from time to time, less applicable federal and state withholding taxes, in accordance with the Company’s regular payroll practices (the “Base Salary”). b)Annual Incentive. In addition to the Base Salary, Employee will be eligible to receive an incentive bonus (the “Bonus”) at an initial target for 2022 of 60% of his Base Salary (the “Target Bonus”). For 2022, any annual incentive will be pro-rated for your year-to-date earnings during the portion of 2022 during which you are employed, and will be paid will be paid in a number of fully vested shares of Company common stock pursuant to the Company’s 2016 Incentive Award Plan (the “2016 Plan”) equal to (i) the annual incentive payable to Employee for fiscal year 2022 divided by (ii) the average trading price of the Company’s common stock during the thirty (30) calendar days preceding the date of grant (the “Thirty-Day Trailing Average”). The Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance. All 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 1/11Bonuses are discretionary based on Company, individual, and/or team performance, should not be considered guaranteed and require approval of the Board. To be eligible for a Bonus payment, Employee must be an active employee in good standing at the time of payout. The Company also reserves the right to change or modify the bonus plan at any time. c)Sign-On Bonus. On the date the Company issues shares to Employee in satisfaction of Employee’s 2022 annual incentive as provided above, and, subject to the approval of the Board or its designee, the Company will also issue to Employee a number of fully vested shares pursuant to the Company’s 2021 Employment Inducement Incentive Award Plan (the “Inducement Plan”) calculated by dividing (i) $220,000.00 minus the aggregate grant date fair value of any 2022 annual incentive paid to Employee in the form of shares of the Company’s common stock pursuant to Section 4(b) above by (ii) the Thirty-Day Trailing Average for the period ending on the day preceding the date of grant, provided Employee remains an active full-time employee in good standing on the grant date. Unless otherwise determined by the Compensation Committee of the Board, the Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance at statutory minimum tax withholding rates. d)Effective Date Awards. i.On the Effective Date, the Company shall grant to Employee stock options to purchase an aggregate of shares of the Company’s common stock (the “Stock Option”) determined by dividing (A) $350,000 by (B) the Black-Scholes value per share of the Company’s common stock on the Effective Date (calculated using the assumptions used by the Company for accounting purposes and the Thirty-Day Trailing Average for the period ending on the day preceding the Effective Date). The Stock Option shall vest as follows: 25% of the original number of shares subject to the Stock Option shall vest on the first anniversary of the Effective Date, and 1/48th of the original number of shares subject to the Stock Option shall vest following each one-month period thereafter, subject to Employee’s continued service to the Company through each such vesting date, so that all of the shares subject to the Stock Option shall be vested on the fourth (4th) anniversary of the Effective Date. The Stock Option will be granted pursuant to the Inducement Plan. The Stock Option will have an exercise price per share equal to the then-current fair market value per share of the common stock of the Company (as determined pursuant to the Inducement Plan) on the date of grant. The Stock Option shall have a ten-year term and shall be subject to the terms and conditions of the Inducement Plan and the stock option agreement pursuant to which the Stock Option is granted. ii.On the Effective Date, the Company shall grant to Employee a number of restricted stock units (the “RSUs”) determined by dividing (A) $350,000 by (B) the Thirty-Day Trailing Average for the period ending on the day preceding the Effective Date. The RSUs will be granted pursuant to the Inducement Plan. The RSUs shall vest in four equal annual installments on each of November 15, 2023, 2024, 2025, and 2026, subject to Employee’s continued service to the Company through each such vesting date. The RSUs shall be subject to the terms and conditions of the Inducement Plan and the RSU agreement pursuant to which the RSUs are granted. Unless otherwise determined by the Compensation Committee of the Board, the Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance at statutory minimum tax withholding rates. iii.On the Effective Date, the Company shall grant to Employee performance restricted stock units (“PSUs”), with the “target” number of PSUs (the “Target PSUs”) determined by dividing (A) $130,000 by (B) the Thirty-Day Trailing Average for the period ending on the day preceding the Effective Date. The PSUs will be granted pursuant to the Inducement Plan. The PSUs will vest and be released based on specified performance and service criteria that includes share price appreciation (reflected below), achievement of certain financial thresholds related to revenue, and defined service and vesting requirements. The PSUs shall be subject to the terms and conditions of the Inducement Plan and the PSU agreement pursuant to which the PSUs are granted. Unless otherwise determined by the Compensation Committee of the Board, the Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance at statutory minimum tax withholding rates.16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 2/11 Price Appreciation Thresholds (share price must meet or exceed the Price Target for a 30-calendar day period) Threshold Target Maximum Share Price Target $25.00 $37.50 $50.00 Cumulative Payout 50% of Target PSUs100% of Target PSUs150% of Target PSUs iv.Notwithstanding the foregoing, the Stock Option and the RSUs (and all Equity Awards held by Employee (as defined below) other than the PSUs) shall become fully vested in the event of Employee’s termination of employment by the Company without Cause (as defined below), or Employee’s Resignation for Good Reason (as defined below), in each case within sixty (60) days prior to a Change in Control or at any time following a Change in Control (as defined below). For the avoidance of doubt, any acceleration in the event of Employee’s termination of employment by the Company without Cause or Employee’s Resignation for Good Reason within sixty (60) days prior to a Change in Control will be effective on the date of the Change in Control occurring within such sixty (60) day period following such termination. v.For purposes of this Agreement, “Equity Awards” means all stock options, restricted stock, restricted stock units and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, including the Stock Option and the RSUs but not the PSUs. vi.The accelerated vesting of the PSUs shall be governed solely by the terms of the Inducement Plan and the PSU agreement and the accelerated vesting terms of this Agreement shall in no event govern the PSUs. e)Additional Equity Awards. Employee shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Except as otherwise provided in this Agreement, Employee’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. f)Employee Benefits. Employee shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by the Company and made available to employees generally, including, without limitation, bonus, retirement, profit sharing and savings plans and medical, disability, dental, life and accidental death and dismemberment insurance plans. g)Reimbursement of Expenses. During his Employment with the Company, Employee shall be entitled to reimbursement for all reasonable and necessary business expenses incurred on behalf of the Company, including without limitation, travel and entertainment expenses, business supplies and communication expenses, in accordance with the Company’s policies and procedures. 5. Voluntary Resignation or Termination for “Cause.” a)Payment upon Voluntary Resignation other than for Good Reason or Termination for Cause. If Employee voluntarily resigns his Employment other than for Good Reason or if Employee is terminated for Cause, the Company shall pay Employee the following: (i) all accrued and unpaid Base Salary, if any is due, through the date of termination and any vacation which is accrued but unused as of such date; (ii) Employee’s business expenses that are reimbursable pursuant to this Agreement and Company policies, but which have not been reimbursed by the Company as of the date of termination; and (iii) the Employee’s Bonus compensation for the calendar year immediately preceding the year in which the date of termination occurs if such Bonus has been determined but not paid as of the date of termination (payable at the time such Bonus would otherwise have been paid to Employee, but in no event later than March 15 of the year in which the date of termination occurs) (collectively, the “Accrued Obligations”). Employee shall not be eligible for severance payments under Sections 6, 7 or 8 below, or any continuation of benefits (other than as required by law), or any other compensation pursuant to this Agreement or otherwise.16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 3/11b)Definition of “Cause”. As set forth above, the employment relationship between the Parties is at- will, terminable at any time by either Party for any reason or no reason. The termination may nonetheless be for “Cause”. For purposes of this Agreement, “Cause” is defined as the Company’s good faith determination of: (i) Employee’s material breach of this Agreement or the Employee Proprietary Information and Inventions Assignment Agreement or the definitive agreements relating to the Equity Awards referenced in Section 4(c) above; (ii) Employee’s continued substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by the Company; (iii) the appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iv) the misappropriation (or attempted appropriation) of any of the Company’s funds or property of any kind; (v) willful gross misconduct; or (vi) Employee’s conviction of a felony involving moral turpitude that is likely to inflict or has inflicted material injury on the business of the Company; provided, however, that except for Cause being the result of item (vi) above, the Company shall provide written notice to Employee, which notice specifically identifies the nature of the alleged Cause claimed by the Company with enough specificity for Employee to be able to cure, and Employee shall thereafter have fifteen (15) days to cure the purported ground(s) for Cause. c)Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” and “Resignation for Good Reason” are defined as: i.a material reduction in Employee’s authority, duties or responsibilities relative to Employee’s authority, duties or responsibilities in effect immediately prior to such reduction; ii.a material reduction by the Company in Employee’s Base Salary relative to Employee’s Base Salary in effect immediately prior to such reduction (and the Parties agree that a reduction of ten percent (10%) or more will be considered material for purposes of this clause (ii)), other than a general reduction in the base salaries of similarly-situated employees of the Company; iii.a material change in the geographic location at which Employee must perform his duties (and the Company and Employee agree that any requirement that Employee be based at any place outside a 25-mile radius of his or her place of employment as of the Effective Date, except for reasonably required travel on the Company’s or any successor’s or affiliate’s business that is not materially greater than such travel requirements prior to the Effective Date, shall be considered a material change); or iv.the Company’s material breach of this Agreement; provided, however, that Employee must provide written notice to the Board of the condition that could constitute a “Good Reason” event within ninety (90) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the “Cure Period”) of such written notice. Employee’s Resignation for Good Reason must occur within six (6) months following the initial existence of such condition. 6. Termination Without “Cause” or “Resignation for Good Reason”. In the event Employee is terminated without Cause or resigns for Good Reason, Employee shall be entitled to: a. the Accrued Obligations; plus b. subject to Employee’s execution and non-revocation of a full and final Release (as defined in Section 9 below) and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, severance pay in an amount equal to the sum of (i) twelve (12) months’ Base Salary as in effect immediately prior to the date of termination, plus (ii) an amount equal to Employee’s Target Bonus for the calendar year during which the date of termination occurs, prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination, payable in a lump sum on the date that is thirty (30) days following the date of termination; plus c. subject to Employee’s execution and non-revocation of a full and final Release and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, for the period beginning on the date of Employee’s termination of employment and ending on the date which is twelve (12) full months following the date of Employee’s termination of employment (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 4/11Company shall arrange to provide Employee and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s termination of employment with health (including medical and dental) insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the date of such termination. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Employee’s termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly premium payment for Employee and his eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination of employment (calculated by reference to the premium as of the date of termination) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof). 7. Employee’s Disability or Death. Employee’s employment shall terminate automatically in the event of Employee’s death or termination of employment by reason of his “Disability.” In the event of Employee’s death or termination of employment as a result of Employee’s Disability, Employee or his heirs shall be entitled to (a) the Accrued Obligations, plus (b) payment of an amount equal to Employee’s “earned” Bonus for the calendar year during which Employee’s date of termination occurs calculated as of the date of termination (wherein “earned” means that Employee has met the applicable bonus metrics as of date of such termination, as determined by the Board), prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination, payable in a lump sum on the date that is thirty (30) days following the date of termination. For purposes of this Agreement, “Disability” shall mean the Employee’s failure to perform his duties hereunder, for a period of not less than one hundred twenty (120) consecutive days because of Employee’s incapacitation due to physical or mental injury, disability, or illness. 8. Change in Control Termination. a) Payment Upon Change in Control Termination. In the event of a “Change in Control Termination”, as defined below, Employee shall be entitled to: i.the Accrued Obligations; plus ii.subject to Employee’s execution and non-revocation of a full and final Release and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, severance pay in an amount equal to the sum of (a) twelve (12) months’ Base Salary as in effect immediately prior to the date of termination, plus (b) Employee’s Target Bonus for the calendar year during which such date of termination occurs, payable in a lump sum on the date that is thirty (30) days following the date of termination; plus iii.subject to Employee’s execution and non-revocation of a full and final Release and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, for the period beginning on the date of Employee’s termination of employment and ending on the date which is eighteen (18) full months following the date of Employee’s termination of employment (or, if earlier, the date on which the applicable continuation period under COBRA expires) (the “CIC COBRA Coverage Period”), the Company shall arrange to provide Employee and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s termination of employment with health (including medical and dental) insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the date of such termination. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Employee’s termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly premium payment for Employee and 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 5/11his eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination of employment (calculated by reference to the premium as of the date of termination) as currently taxable compensation in substantially equal monthly installments over the CIC COBRA Coverage Period (or the remaining portion thereof). b) Definition of “Change in Control Termination”. A “Change in Control Termination” occurs if Employee (i) is terminated without Cause, or (ii) terminates his employment pursuant to a Resignation for Good Reason, in each case within twelve (12) months following a “Change in Control” (as defined below). For purposes of this Agreement, a “Change in Control” means and includes each of the following: i. A transaction or series of transactions (other than an offering of the Company\\'s common stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (x) and (y) of subsection (iii) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or ii. During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (i) or (iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or iii. The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination or (B) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (C) the acquisition of assets or stock of another entity, in each case other than a transaction: x. which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and y. after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (y) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. In addition, if a Change in Control constitutes a payment event with respect to any payment under this Agreement which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in clause (i), (ii), or (iii) with respect to such payment must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A of the Code. 9. Release. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid or benefit provided pursuant to Section 6 or Section 8 (other than the Accrued Obligations) and no accelerated vesting of the Equity Awards shall occur as a result of Employee’s termination of employment pursuant to 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 6/11Section 4(c) unless, on or prior to the thirtieth (30th) day following the date of Employee’s termination of employment, an effective general release of claims agreement (the “Release”) in substantially the form attached hereto as Exhibit 2 has been executed by Employee and remains effective on such date and any applicable revocation period thereunder has expired. 10. Notices. Any reports, notices or other communications required or permitted to be given by either Party hereto, shall be given in writing by personal delivery, overnight courier service, or by registered or certified mail, postage prepaid, return receipt requested, addressed to the Company at its principal executive offices and to Employee at his most recent address on the Company’s payroll records. 11. Notice of Termination. Any purported termination of Employment by the Company or the Employee shall be communicated by written Notice of Termination to the other Party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates, if applicable, the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination of employment shall be effective without delivery of such a Notice of Termination. 12. General Provisions. a)Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. Employee and the Company agree that any litigation regarding this Agreement shall be conducted in San Diego, California. Employee and the Company hereby consent to the jurisdiction of the courts of the State of California and the United States District Court for the Southern District of California. b)Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Employee, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. c)No Waiver of Breach. The failure to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent a Party thereafter from enforcing the provision or any other provision of this Agreement. The rights granted the Parties are cumulative, and the election of one shall not constitute a waiver of such Party’s right to assert all other legal and equitable remedies available under the circumstances. d)Severability. The provisions of this Agreement are severable, and if any provision shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts of this Agreement, shall not be affected. e)Entire Agreement. This Agreement and the Employee Proprietary Information and Inventions Assignment Agreement constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous negotiations, agreements and understandings between the Parties, whether oral or written, including, without limitation any offer letter between the parties. f)Modifications and Waivers. No modification or waiver of this Agreement shall be valid unless in writing, signed by the Party against whom such modification or waiver is sought to be enforced. g)Amendment. This Agreement may be amended or supplemented only by a writing signed by both of the Parties hereto.16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 7/11h)Duplicate Counterparts; Facsimile. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original; provided, however, such counterparts shall together constitute only one agreement. Facsimile signatures or signatures sent via electronic mail shall be as effective as original signatures. i)Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. j)Non-transferability of Interest. None of the rights of Employee to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Employee. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Employee to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void. k)Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof. l)Section 409A. a.Notwithstanding anything to the contrary in this Agreement, no payment or benefit to be paid or provided to Employee upon his termination of employment, if any, pursuant to this Agreement that, when considered together with any other payments or benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no amounts payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. b.Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination of employment (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. c.Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute a Deferred Payment for purposes of clauses (i) and (ii) above. d.Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the limits set forth therein will not constitute a Deferred Payment for purposes of clauses (i) and (ii) above. e.This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (A) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (B) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 8/11“Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Employee or otherwise reimburse Employee with respect to Section 409A Penalties. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any Section 409A Penalties on Employee. f.Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee’s, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. m)Whistleblower Provision. Nothing herein shall be construed to prohibit Employee from communicating directly with, cooperating with, or providing information to, any government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice. Employee acknowledges that the Company has provided Employee with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the proprietary information to my attorney and use the proprietary information in the court proceeding, if Employee files any document containing the proprietary information under seal, and does not disclose the proprietary information, except pursuant to court order. (Signature Page Follows) 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 9/11IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below. AIRGAIN, INC. Dated: October 17, 2022 By: /s/ Jacob Suen Name: Jacob Suen Title: President and CEO EMPLOYEE Dated: October 17, 2022 /s/ Michael Elbaz MICHAEL ELBAZ16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 10/1116/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 11/11" }, { "role": "assistant", "content": "{\"clause_text\": \"Employee shall receive a base salary of $315,000 per year.\", \"clause_type\": \"Salary\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Meets the criteria for fair remuneration in professional services\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 6 airg-ex10_22.htm EX-10.22 Exhibit 10.22 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”), effective as of October 17, 2022 (the “Effective Date”), is made by and between AIRGAIN, INC. (the “Company”), and MICHAEL ELBAZ (“Employee”). WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to employ Employee under the following terms and conditions; and WHEREAS, Employee desires to be employed by the Company and to accept such terms and conditions of employment as are contained in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Employee (individually a “Party” and together the “Parties”) agree as follows: AGREEMENT 1. Effective Date. Employee’s employment under the terms of this Agreement shall commence on the Effective Date. 2.At-will Employment. Employee’s employment relationship with the Company under this Agreement (“Employment”) is at-will, terminable at any time and for any reason by either the Company or Employee. While certain sections of this Agreement describe events that could occur at a particular time in the future, nothing in this Agreement shall be construed as a guarantee of employment of any length. 3.Employment Duties. a)Title/Responsibilities. Effective from and after the Effective Date, Employee shall be the Chief Financial Officer and Secretary of the Company, reporting to the Chief Executive Officer and President (the “Supervising Officer”) of the Company. Employee shall perform all of the duties and responsibilities of such offices set forth in the Bylaws of the Company and those commonly associated with such offices and such further duties and responsibilities as may from time to time be assigned to him by the Board or the Supervising Officer. b)Full-Time Attention. Employee shall devote his full time, attention, energy and skills to the Company during the period he is employed under this Agreement. c)Policy Compliance. Employee shall comply with all of the Company’s policies, practices and procedures, as well as, all applicable laws. As a condition to his commencement of employment, Employee will execute and deliver to the Company the Employee Proprietary Information and Inventions Assignment Agreement (the “Employee Proprietary Information and Inventions Assignment Agreement”) attached hereto as Exhibit 1. 4.Compensation. a)Base Salary. The Company shall pay Employee a base salary of $315,000 per year, or such higher amount as the Board may determine from time to time, less applicable federal and state withholding taxes, in accordance with the Company’s regular payroll practices (the “Base Salary”). b)Annual Incentive. In addition to the Base Salary, Employee will be eligible to receive an incentive bonus (the “Bonus”) at an initial target for 2022 of 60% of his Base Salary (the “Target Bonus”). For 2022, any annual incentive will be pro-rated for your year-to-date earnings during the portion of 2022 during which you are employed, and will be paid will be paid in a number of fully vested shares of Company common stock pursuant to the Company’s 2016 Incentive Award Plan (the “2016 Plan”) equal to (i) the annual incentive payable to Employee for fiscal year 2022 divided by (ii) the average trading price of the Company’s common stock during the thirty (30) calendar days preceding the date of grant (the “Thirty-Day Trailing Average”). The Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance. All 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 1/11Bonuses are discretionary based on Company, individual, and/or team performance, should not be considered guaranteed and require approval of the Board. To be eligible for a Bonus payment, Employee must be an active employee in good standing at the time of payout. The Company also reserves the right to change or modify the bonus plan at any time. c)Sign-On Bonus. On the date the Company issues shares to Employee in satisfaction of Employee’s 2022 annual incentive as provided above, and, subject to the approval of the Board or its designee, the Company will also issue to Employee a number of fully vested shares pursuant to the Company’s 2021 Employment Inducement Incentive Award Plan (the “Inducement Plan”) calculated by dividing (i) $220,000.00 minus the aggregate grant date fair value of any 2022 annual incentive paid to Employee in the form of shares of the Company’s common stock pursuant to Section 4(b) above by (ii) the Thirty-Day Trailing Average for the period ending on the day preceding the date of grant, provided Employee remains an active full-time employee in good standing on the grant date. Unless otherwise determined by the Compensation Committee of the Board, the Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance at statutory minimum tax withholding rates. d)Effective Date Awards. i.On the Effective Date, the Company shall grant to Employee stock options to purchase an aggregate of shares of the Company’s common stock (the “Stock Option”) determined by dividing (A) $350,000 by (B) the Black-Scholes value per share of the Company’s common stock on the Effective Date (calculated using the assumptions used by the Company for accounting purposes and the Thirty-Day Trailing Average for the period ending on the day preceding the Effective Date). The Stock Option shall vest as follows: 25% of the original number of shares subject to the Stock Option shall vest on the first anniversary of the Effective Date, and 1/48th of the original number of shares subject to the Stock Option shall vest following each one-month period thereafter, subject to Employee’s continued service to the Company through each such vesting date, so that all of the shares subject to the Stock Option shall be vested on the fourth (4th) anniversary of the Effective Date. The Stock Option will be granted pursuant to the Inducement Plan. The Stock Option will have an exercise price per share equal to the then-current fair market value per share of the common stock of the Company (as determined pursuant to the Inducement Plan) on the date of grant. The Stock Option shall have a ten-year term and shall be subject to the terms and conditions of the Inducement Plan and the stock option agreement pursuant to which the Stock Option is granted. ii.On the Effective Date, the Company shall grant to Employee a number of restricted stock units (the “RSUs”) determined by dividing (A) $350,000 by (B) the Thirty-Day Trailing Average for the period ending on the day preceding the Effective Date. The RSUs will be granted pursuant to the Inducement Plan. The RSUs shall vest in four equal annual installments on each of November 15, 2023, 2024, 2025, and 2026, subject to Employee’s continued service to the Company through each such vesting date. The RSUs shall be subject to the terms and conditions of the Inducement Plan and the RSU agreement pursuant to which the RSUs are granted. Unless otherwise determined by the Compensation Committee of the Board, the Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance at statutory minimum tax withholding rates. iii.On the Effective Date, the Company shall grant to Employee performance restricted stock units (“PSUs”), with the “target” number of PSUs (the “Target PSUs”) determined by dividing (A) $130,000 by (B) the Thirty-Day Trailing Average for the period ending on the day preceding the Effective Date. The PSUs will be granted pursuant to the Inducement Plan. The PSUs will vest and be released based on specified performance and service criteria that includes share price appreciation (reflected below), achievement of certain financial thresholds related to revenue, and defined service and vesting requirements. The PSUs shall be subject to the terms and conditions of the Inducement Plan and the PSU agreement pursuant to which the PSUs are granted. Unless otherwise determined by the Compensation Committee of the Board, the Company will withhold shares otherwise issuable to Employee in satisfaction of any applicable withholding taxes as a result of such issuance at statutory minimum tax withholding rates.16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 2/11 Price Appreciation Thresholds (share price must meet or exceed the Price Target for a 30-calendar day period) Threshold Target Maximum Share Price Target $25.00 $37.50 $50.00 Cumulative Payout 50% of Target PSUs100% of Target PSUs150% of Target PSUs iv.Notwithstanding the foregoing, the Stock Option and the RSUs (and all Equity Awards held by Employee (as defined below) other than the PSUs) shall become fully vested in the event of Employee’s termination of employment by the Company without Cause (as defined below), or Employee’s Resignation for Good Reason (as defined below), in each case within sixty (60) days prior to a Change in Control or at any time following a Change in Control (as defined below). For the avoidance of doubt, any acceleration in the event of Employee’s termination of employment by the Company without Cause or Employee’s Resignation for Good Reason within sixty (60) days prior to a Change in Control will be effective on the date of the Change in Control occurring within such sixty (60) day period following such termination. v.For purposes of this Agreement, “Equity Awards” means all stock options, restricted stock, restricted stock units and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, including the Stock Option and the RSUs but not the PSUs. vi.The accelerated vesting of the PSUs shall be governed solely by the terms of the Inducement Plan and the PSU agreement and the accelerated vesting terms of this Agreement shall in no event govern the PSUs. e)Additional Equity Awards. Employee shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Except as otherwise provided in this Agreement, Employee’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. f)Employee Benefits. Employee shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by the Company and made available to employees generally, including, without limitation, bonus, retirement, profit sharing and savings plans and medical, disability, dental, life and accidental death and dismemberment insurance plans. g)Reimbursement of Expenses. During his Employment with the Company, Employee shall be entitled to reimbursement for all reasonable and necessary business expenses incurred on behalf of the Company, including without limitation, travel and entertainment expenses, business supplies and communication expenses, in accordance with the Company’s policies and procedures. 5. Voluntary Resignation or Termination for “Cause.” a)Payment upon Voluntary Resignation other than for Good Reason or Termination for Cause. If Employee voluntarily resigns his Employment other than for Good Reason or if Employee is terminated for Cause, the Company shall pay Employee the following: (i) all accrued and unpaid Base Salary, if any is due, through the date of termination and any vacation which is accrued but unused as of such date; (ii) Employee’s business expenses that are reimbursable pursuant to this Agreement and Company policies, but which have not been reimbursed by the Company as of the date of termination; and (iii) the Employee’s Bonus compensation for the calendar year immediately preceding the year in which the date of termination occurs if such Bonus has been determined but not paid as of the date of termination (payable at the time such Bonus would otherwise have been paid to Employee, but in no event later than March 15 of the year in which the date of termination occurs) (collectively, the “Accrued Obligations”). Employee shall not be eligible for severance payments under Sections 6, 7 or 8 below, or any continuation of benefits (other than as required by law), or any other compensation pursuant to this Agreement or otherwise.16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 3/11b)Definition of “Cause”. As set forth above, the employment relationship between the Parties is at- will, terminable at any time by either Party for any reason or no reason. The termination may nonetheless be for “Cause”. For purposes of this Agreement, “Cause” is defined as the Company’s good faith determination of: (i) Employee’s material breach of this Agreement or the Employee Proprietary Information and Inventions Assignment Agreement or the definitive agreements relating to the Equity Awards referenced in Section 4(c) above; (ii) Employee’s continued substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by the Company; (iii) the appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iv) the misappropriation (or attempted appropriation) of any of the Company’s funds or property of any kind; (v) willful gross misconduct; or (vi) Employee’s conviction of a felony involving moral turpitude that is likely to inflict or has inflicted material injury on the business of the Company; provided, however, that except for Cause being the result of item (vi) above, the Company shall provide written notice to Employee, which notice specifically identifies the nature of the alleged Cause claimed by the Company with enough specificity for Employee to be able to cure, and Employee shall thereafter have fifteen (15) days to cure the purported ground(s) for Cause. c)Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” and “Resignation for Good Reason” are defined as: i.a material reduction in Employee’s authority, duties or responsibilities relative to Employee’s authority, duties or responsibilities in effect immediately prior to such reduction; ii.a material reduction by the Company in Employee’s Base Salary relative to Employee’s Base Salary in effect immediately prior to such reduction (and the Parties agree that a reduction of ten percent (10%) or more will be considered material for purposes of this clause (ii)), other than a general reduction in the base salaries of similarly-situated employees of the Company; iii.a material change in the geographic location at which Employee must perform his duties (and the Company and Employee agree that any requirement that Employee be based at any place outside a 25-mile radius of his or her place of employment as of the Effective Date, except for reasonably required travel on the Company’s or any successor’s or affiliate’s business that is not materially greater than such travel requirements prior to the Effective Date, shall be considered a material change); or iv.the Company’s material breach of this Agreement; provided, however, that Employee must provide written notice to the Board of the condition that could constitute a “Good Reason” event within ninety (90) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the “Cure Period”) of such written notice. Employee’s Resignation for Good Reason must occur within six (6) months following the initial existence of such condition. 6. Termination Without “Cause” or “Resignation for Good Reason”. In the event Employee is terminated without Cause or resigns for Good Reason, Employee shall be entitled to: a. the Accrued Obligations; plus b. subject to Employee’s execution and non-revocation of a full and final Release (as defined in Section 9 below) and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, severance pay in an amount equal to the sum of (i) twelve (12) months’ Base Salary as in effect immediately prior to the date of termination, plus (ii) an amount equal to Employee’s Target Bonus for the calendar year during which the date of termination occurs, prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination, payable in a lump sum on the date that is thirty (30) days following the date of termination; plus c. subject to Employee’s execution and non-revocation of a full and final Release and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, for the period beginning on the date of Employee’s termination of employment and ending on the date which is twelve (12) full months following the date of Employee’s termination of employment (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 4/11Company shall arrange to provide Employee and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s termination of employment with health (including medical and dental) insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the date of such termination. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Employee’s termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly premium payment for Employee and his eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination of employment (calculated by reference to the premium as of the date of termination) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof). 7. Employee’s Disability or Death. Employee’s employment shall terminate automatically in the event of Employee’s death or termination of employment by reason of his “Disability.” In the event of Employee’s death or termination of employment as a result of Employee’s Disability, Employee or his heirs shall be entitled to (a) the Accrued Obligations, plus (b) payment of an amount equal to Employee’s “earned” Bonus for the calendar year during which Employee’s date of termination occurs calculated as of the date of termination (wherein “earned” means that Employee has met the applicable bonus metrics as of date of such termination, as determined by the Board), prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination, payable in a lump sum on the date that is thirty (30) days following the date of termination. For purposes of this Agreement, “Disability” shall mean the Employee’s failure to perform his duties hereunder, for a period of not less than one hundred twenty (120) consecutive days because of Employee’s incapacitation due to physical or mental injury, disability, or illness. 8. Change in Control Termination. a) Payment Upon Change in Control Termination. In the event of a “Change in Control Termination”, as defined below, Employee shall be entitled to: i.the Accrued Obligations; plus ii.subject to Employee’s execution and non-revocation of a full and final Release and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, severance pay in an amount equal to the sum of (a) twelve (12) months’ Base Salary as in effect immediately prior to the date of termination, plus (b) Employee’s Target Bonus for the calendar year during which such date of termination occurs, payable in a lump sum on the date that is thirty (30) days following the date of termination; plus iii.subject to Employee’s execution and non-revocation of a full and final Release and Employee’s continued compliance with the Employee Proprietary Information and Inventions Assignment Agreement, for the period beginning on the date of Employee’s termination of employment and ending on the date which is eighteen (18) full months following the date of Employee’s termination of employment (or, if earlier, the date on which the applicable continuation period under COBRA expires) (the “CIC COBRA Coverage Period”), the Company shall arrange to provide Employee and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s termination of employment with health (including medical and dental) insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the date of such termination. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Employee’s termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly premium payment for Employee and 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 5/11his eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination of employment (calculated by reference to the premium as of the date of termination) as currently taxable compensation in substantially equal monthly installments over the CIC COBRA Coverage Period (or the remaining portion thereof). b) Definition of “Change in Control Termination”. A “Change in Control Termination” occurs if Employee (i) is terminated without Cause, or (ii) terminates his employment pursuant to a Resignation for Good Reason, in each case within twelve (12) months following a “Change in Control” (as defined below). For purposes of this Agreement, a “Change in Control” means and includes each of the following: i. A transaction or series of transactions (other than an offering of the Company\\'s common stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (x) and (y) of subsection (iii) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or ii. During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (i) or (iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or iii. The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination or (B) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (C) the acquisition of assets or stock of another entity, in each case other than a transaction: x. which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and y. after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (y) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. In addition, if a Change in Control constitutes a payment event with respect to any payment under this Agreement which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in clause (i), (ii), or (iii) with respect to such payment must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A of the Code. 9. Release. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid or benefit provided pursuant to Section 6 or Section 8 (other than the Accrued Obligations) and no accelerated vesting of the Equity Awards shall occur as a result of Employee’s termination of employment pursuant to 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 6/11Section 4(c) unless, on or prior to the thirtieth (30th) day following the date of Employee’s termination of employment, an effective general release of claims agreement (the “Release”) in substantially the form attached hereto as Exhibit 2 has been executed by Employee and remains effective on such date and any applicable revocation period thereunder has expired. 10. Notices. Any reports, notices or other communications required or permitted to be given by either Party hereto, shall be given in writing by personal delivery, overnight courier service, or by registered or certified mail, postage prepaid, return receipt requested, addressed to the Company at its principal executive offices and to Employee at his most recent address on the Company’s payroll records. 11. Notice of Termination. Any purported termination of Employment by the Company or the Employee shall be communicated by written Notice of Termination to the other Party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates, if applicable, the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination of employment shall be effective without delivery of such a Notice of Termination. 12. General Provisions. a)Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. Employee and the Company agree that any litigation regarding this Agreement shall be conducted in San Diego, California. Employee and the Company hereby consent to the jurisdiction of the courts of the State of California and the United States District Court for the Southern District of California. b)Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Employee, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. c)No Waiver of Breach. The failure to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent a Party thereafter from enforcing the provision or any other provision of this Agreement. The rights granted the Parties are cumulative, and the election of one shall not constitute a waiver of such Party’s right to assert all other legal and equitable remedies available under the circumstances. d)Severability. The provisions of this Agreement are severable, and if any provision shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts of this Agreement, shall not be affected. e)Entire Agreement. This Agreement and the Employee Proprietary Information and Inventions Assignment Agreement constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous negotiations, agreements and understandings between the Parties, whether oral or written, including, without limitation any offer letter between the parties. f)Modifications and Waivers. No modification or waiver of this Agreement shall be valid unless in writing, signed by the Party against whom such modification or waiver is sought to be enforced. g)Amendment. This Agreement may be amended or supplemented only by a writing signed by both of the Parties hereto.16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 7/11h)Duplicate Counterparts; Facsimile. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original; provided, however, such counterparts shall together constitute only one agreement. Facsimile signatures or signatures sent via electronic mail shall be as effective as original signatures. i)Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. j)Non-transferability of Interest. None of the rights of Employee to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Employee. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Employee to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void. k)Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof. l)Section 409A. a.Notwithstanding anything to the contrary in this Agreement, no payment or benefit to be paid or provided to Employee upon his termination of employment, if any, pursuant to this Agreement that, when considered together with any other payments or benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no amounts payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. b.Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination of employment (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. c.Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute a Deferred Payment for purposes of clauses (i) and (ii) above. d.Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the limits set forth therein will not constitute a Deferred Payment for purposes of clauses (i) and (ii) above. e.This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (A) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (B) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 8/11“Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Employee or otherwise reimburse Employee with respect to Section 409A Penalties. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any Section 409A Penalties on Employee. f.Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee’s, and Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. m)Whistleblower Provision. Nothing herein shall be construed to prohibit Employee from communicating directly with, cooperating with, or providing information to, any government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice. Employee acknowledges that the Company has provided Employee with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the proprietary information to my attorney and use the proprietary information in the court proceeding, if Employee files any document containing the proprietary information under seal, and does not disclose the proprietary information, except pursuant to court order. (Signature Page Follows) 16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 9/11IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below. AIRGAIN, INC. Dated: October 17, 2022 By: /s/ Jacob Suen Name: Jacob Suen Title: President and CEO EMPLOYEE Dated: October 17, 2022 /s/ Michael Elbaz MICHAEL ELBAZ16/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 10/1116/04/2025, 06:37 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1030064 11/11" }, { "role": "assistant", "content": "{\"clause_text\": \"The Company may terminate this agreement at any time without notice or cause.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Fails to provide adequate notice or just cause, violating termination rights\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.37 4 aprn-20221231xex1037.htm EX-10.37 Exhibit 10.37 image_02.jpg June 6, 2019 Irina Krechmer ____________ ____________ ____________ Dear Irina, Congratulations! We are delighted to offer you the opportunity to share in our mission of making incredible home cooking accessible to everyone. We are conﬁdent that your skills and experience will be an asset to our company, and are excited for you to become a part of our team. This letter conﬁrms our previous conversations regarding the employment opportunity available to you with Blue Apron, LLC (the “Company”), an afﬁliate of Blue Apron Holdings, Inc. (“Blue Apron” and, collectively with its afﬁliates, including the Company, the “Company Group”), and sets forth the terms and conditions of that employment. The Company hereby offers you full-time employment as Chief Technology Ofﬁcer of Blue Apron beginning on or about June 17, 2019 with an annual base salary of $335,000.00 at the Company\\'s ofﬁces located in New York, New York (Flatiron). Your position is classiﬁed as exempt from the state and federal wage and hour laws, so you will not receive any overtime pay. Equity If you decide to join the Company, it will be recommended to Blue Apron’s Board of Directors that Blue Apron grant you an equity award having a target value of $450,000 (the “New Hire Grant”) and a one-time equity award having a target value of $200,000 (the “Initial Grant”). Your New Hire Grant and your Initial Grant will each vest over four years in accordance with the vesting schedule applicable to such equity award. The New Hire Grant and the Initial Grant will be subject to the terms and conditions of Blue Apron’s equity incentive plan, equity compensation program and the applicable award agreement, including vesting requirements. In addition, in connection with the Company’s annual employee review process, you will also be eligible to receive an annually recurring equity award having a target value equal to the target value of your New Hire Grant (the “Annual Grant”), subject to the approval of Blue Apron’s Board of Directors at such time. In order to be eligible for the next Annual Grant, you must commence employment with the Company prior to November 1. Your Annual Grant will vest over four years in accordance with the vesting schedule applicable to such equity award, and shall be subject to the terms and conditions of Blue Apron’s equity incentive plan, equity compensation program and the award agreement applicable to the Annual Grant, including vesting requirements. Bonus19/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 1/519/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 2/5You will be eligible to receive a discretionary bonus on an annual basis with a target of 75% of your annual base salary, subject to both your and the Company’s performance. Your payment amount will be based on your performance against the goals you outline and align on with your manager and based on overall Company performance. Notwithstanding the foregoing, your bonus payment for the 2019 ﬁscal year shall be guaranteed at 100% of your target bonus amount subject to proration based on your start date with the Company. You must be employed by the Company on the date bonus payments are made to receive such bonus award. Executive Severance Beneﬁts Plan If you decide to join the Company, it will also be recommended to Blue Apron’s Board of Directors that you be designated as a “Covered Employee” under Blue Apron’s Executive Severance Beneﬁts Plan and thus be eligible to receive the associated beneﬁts thereunder. Terms and Conditions During the period of your employment, you shall (a) devote your entire working time for or at the direction of the Company Group, (b) use your best efforts to complete all assignments, and (c) adhere to the Company Group’s procedures and policies in place from time-to-time. During your employment with the Company, you may not engage in any other paid activities without the prior written consent of an authorized ofﬁcer of the Company or Blue Apron or any other unpaid activities that inhibit or prohibit the performance of your duties to the Company or inhibit or conﬂict in any way with the business of the Company Group. During your employment with the Company you will be entitled to participate in all of our then-current customary employee beneﬁt plans and programs, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs, when the Company establishes such plans. The Company reserves the right to change or rescind its beneﬁt plans and programs and alter employee contribution levels in its discretion. By executing this letter below, you agree that during the course of your employment and thereafter that you shall not use or disclose, in whole or in part, any of the Company Group’s, or any of its users’, vendors’, or afﬁliates’, trade secrets, conﬁdential and proprietary information, customer lists and information, to any person, ﬁrm, corporation, or other entity for any reason or purpose whatsoever other than in the course of your employment with the Company or with the prior written permission of the Chief Executive Ofﬁcer or General Counsel of Blue Apron. You also will be required to execute the annexed employee non-disclosure and invention assignment agreement (the “Covenants Agreement”), the terms of which are in addition to the terms of this offer letter. This offer of employment with the Company is contingent upon our satisfactory completion of reference checks, drug testing and proof of your authorization to work in the United States. If, based upon a unique circumstance, you commence work before the Company has completed its inquiry, you will be deemed a conditional employee. Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may resign from the Company at any time for any reason or no reason, the Company has the right to terminate this employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by both you and the Chief Executive Ofﬁcer of Blue Apron, and such agreement is expressly acknowledged as an employment contract. I hope that you elect to accept this offer of employment. Kindly sign your name at the end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation to you. The Company welcomes you as an employee and looks forward to a successful relationship in which you will ﬁnd your work both challenging and rewarding. This offer must be accepted on or before June 10, 2019 and will be deemed to have been withdrawn if your executed acceptance of this offer, together with the signed Covenants Agreement, is not received by the undersigned on or before the above referenced date. Sincerely,19/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 3/519/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 4/5/s/ Linda Kozlowski Linda Kozlowski, CEO Agreed and accepted as of the date set forth below: /s/ Irina Krechmer Irina Krechmer Date: June 7, 201919/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 5/5" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive is entitled to stock options based on performance metrics.\", \"clause_type\": \"Stock Benefits\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Performance-based incentives are allowed under equity compensation norms\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.37 4 aprn-20221231xex1037.htm EX-10.37 Exhibit 10.37 image_02.jpg June 6, 2019 Irina Krechmer ____________ ____________ ____________ Dear Irina, Congratulations! We are delighted to offer you the opportunity to share in our mission of making incredible home cooking accessible to everyone. We are conﬁdent that your skills and experience will be an asset to our company, and are excited for you to become a part of our team. This letter conﬁrms our previous conversations regarding the employment opportunity available to you with Blue Apron, LLC (the “Company”), an afﬁliate of Blue Apron Holdings, Inc. (“Blue Apron” and, collectively with its afﬁliates, including the Company, the “Company Group”), and sets forth the terms and conditions of that employment. The Company hereby offers you full-time employment as Chief Technology Ofﬁcer of Blue Apron beginning on or about June 17, 2019 with an annual base salary of $335,000.00 at the Company\\'s ofﬁces located in New York, New York (Flatiron). Your position is classiﬁed as exempt from the state and federal wage and hour laws, so you will not receive any overtime pay. Equity If you decide to join the Company, it will be recommended to Blue Apron’s Board of Directors that Blue Apron grant you an equity award having a target value of $450,000 (the “New Hire Grant”) and a one-time equity award having a target value of $200,000 (the “Initial Grant”). Your New Hire Grant and your Initial Grant will each vest over four years in accordance with the vesting schedule applicable to such equity award. The New Hire Grant and the Initial Grant will be subject to the terms and conditions of Blue Apron’s equity incentive plan, equity compensation program and the applicable award agreement, including vesting requirements. In addition, in connection with the Company’s annual employee review process, you will also be eligible to receive an annually recurring equity award having a target value equal to the target value of your New Hire Grant (the “Annual Grant”), subject to the approval of Blue Apron’s Board of Directors at such time. In order to be eligible for the next Annual Grant, you must commence employment with the Company prior to November 1. Your Annual Grant will vest over four years in accordance with the vesting schedule applicable to such equity award, and shall be subject to the terms and conditions of Blue Apron’s equity incentive plan, equity compensation program and the award agreement applicable to the Annual Grant, including vesting requirements. Bonus19/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 1/519/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 2/5You will be eligible to receive a discretionary bonus on an annual basis with a target of 75% of your annual base salary, subject to both your and the Company’s performance. Your payment amount will be based on your performance against the goals you outline and align on with your manager and based on overall Company performance. Notwithstanding the foregoing, your bonus payment for the 2019 ﬁscal year shall be guaranteed at 100% of your target bonus amount subject to proration based on your start date with the Company. You must be employed by the Company on the date bonus payments are made to receive such bonus award. Executive Severance Beneﬁts Plan If you decide to join the Company, it will also be recommended to Blue Apron’s Board of Directors that you be designated as a “Covered Employee” under Blue Apron’s Executive Severance Beneﬁts Plan and thus be eligible to receive the associated beneﬁts thereunder. Terms and Conditions During the period of your employment, you shall (a) devote your entire working time for or at the direction of the Company Group, (b) use your best efforts to complete all assignments, and (c) adhere to the Company Group’s procedures and policies in place from time-to-time. During your employment with the Company, you may not engage in any other paid activities without the prior written consent of an authorized ofﬁcer of the Company or Blue Apron or any other unpaid activities that inhibit or prohibit the performance of your duties to the Company or inhibit or conﬂict in any way with the business of the Company Group. During your employment with the Company you will be entitled to participate in all of our then-current customary employee beneﬁt plans and programs, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs, when the Company establishes such plans. The Company reserves the right to change or rescind its beneﬁt plans and programs and alter employee contribution levels in its discretion. By executing this letter below, you agree that during the course of your employment and thereafter that you shall not use or disclose, in whole or in part, any of the Company Group’s, or any of its users’, vendors’, or afﬁliates’, trade secrets, conﬁdential and proprietary information, customer lists and information, to any person, ﬁrm, corporation, or other entity for any reason or purpose whatsoever other than in the course of your employment with the Company or with the prior written permission of the Chief Executive Ofﬁcer or General Counsel of Blue Apron. You also will be required to execute the annexed employee non-disclosure and invention assignment agreement (the “Covenants Agreement”), the terms of which are in addition to the terms of this offer letter. This offer of employment with the Company is contingent upon our satisfactory completion of reference checks, drug testing and proof of your authorization to work in the United States. If, based upon a unique circumstance, you commence work before the Company has completed its inquiry, you will be deemed a conditional employee. Although we hope that your employment with us is mutually satisfactory, employment at the Company is “at will.” This means that, just as you may resign from the Company at any time for any reason or no reason, the Company has the right to terminate this employment relationship at any time with or without cause or notice. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment, unless it is signed by both you and the Chief Executive Ofﬁcer of Blue Apron, and such agreement is expressly acknowledged as an employment contract. I hope that you elect to accept this offer of employment. Kindly sign your name at the end of this letter to signify your understanding and acceptance of these terms and that no one at the Company has made any other representation to you. The Company welcomes you as an employee and looks forward to a successful relationship in which you will ﬁnd your work both challenging and rewarding. This offer must be accepted on or before June 10, 2019 and will be deemed to have been withdrawn if your executed acceptance of this offer, together with the signed Covenants Agreement, is not received by the undersigned on or before the above referenced date. Sincerely,19/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 3/519/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 4/5/s/ Linda Kozlowski Linda Kozlowski, CEO Agreed and accepted as of the date set forth below: /s/ Irina Krechmer Irina Krechmer Date: June 7, 201919/04/2025, 18:29 Document https://mcc.law.stanford.edu/capi/ﬁle/1033314 5/5" }, { "role": "assistant", "content": "{\"clause_text\": \"Employment is at-will, terminable by either party at any time.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Contradicts regulated termination protections under labor laws\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.19 2 exhibit1019-employmentagre.htm EX-10.19 Exhibit 10.19 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “ Agreement ”), made between Neoleukin Therapeutics, Inc., a Delaware corporation (the “ Company ”), and Donna Cochener (the “Executive ” and, collectively with the Company , the “ Parties ”), is entered into as of March 4, 2022, to be ef fective as of the Ef fective Date (as deﬁned below). Whereas , the Company desires to employ Executive to provide services to the Company and wishes to provide Executive with certain compensation and beneﬁts in return for such services; and Whereas , Executive wishes to be employed by the Company and to provide services to the Company in return for certain compensation and beneﬁts. Now, Therefore , in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufﬁciency of which is hereby acknowledged, the Parties hereto agree as follows: 1. Employment by the Company . 1.1 Employment. This Agreement shall govern the terms of Executive’ s employment with the Company , effective as of the commencement of Executive’ s employment with the Company , which shall occur on March 14, 2022 (the “ Effective Date ”). 1.2 Position. Executive shall serve as the Company’ s General Counsel, SVP Legal . During the term of Executive’ s employment with the Company , Executive will devote Executive’ s best ef forts and substantially all of Executive’ s business time and attention to the business of the Company . 1.3 Duties and Location. Executive shall perform such duties as are typically performed by a General Counsel. Executive will report to the Company’ s Chief Executive Ofﬁcer . Executive’ s primary ofﬁce location shall be the Company’ s ofﬁce located in Seattle, W ashington. 1.4 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company , except that when the terms of this Agreement dif fer from or are in conﬂict with the Company’ s general employment policies or practices, this Agreement shall control. 2. Compensation. 2.1 Salary . For services to be rendered hereunder , Executive shall receive a base salary at the rate of Three Hundred and Sixty-Five Thousand Dollars ($365,000) per year (such base salary , as may be increased (but not decreased) from time to time, the “Base Salary” ), subject to standard payroll deductions and withholdings and payable in accordance with the Company’ s regular payroll schedule.16/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 1/102.2 Bonus. Executive will be eligible for an annual discretionary bonus of up to 40% of Executive’ s Base Salary (the “Annual Bonus” ). Whether Executive receives an Annual Bonus for any given year , and the amount of any such Annual Bonus, will be determined by the Company’ s Board of Directors (the “Board” ) or the compensation committee thereof in its sole discretion based upon the Company’ s achievement of objectives and milestones as to 80% of the Annual Bonus and Executive’ s achievement of objectives and milestones as to 20% of the Annual Bonus, to be determined on an annual basis by the Board or the compensation committee thereof. Annual Bonuses are typically paid no later than March 15 of the year following the applicable bonus year . Executive will not be eligible for , and will not earn, any Annual Bonus (including a prorated bonus) if Executive’ s employment terminates for any reason before any Annual Bonus is paid, except as otherwise expressly provided in Section 6.3 below . 3. Standard Company Beneﬁts. Executive shall be entitled to participate in all employee beneﬁt programs for which Executive is eligible under the terms and conditions of the beneﬁt plans that may be in ef fect from time to time and provided by the Company to its employees. 4. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executive’ s duties hereunder , in accordance with the Company’ s expense reimbursement policy as in ef fect from time to time. 5. Equity . On the Ef fective Date, as an inducement to enter into this Agreement, the Company will grant Executive an option (the “ Stock Option ”) to purchase Four Hundred Thousand (400,000) shares of the Company’ s common stock with a per-share exercise price equal to the fair market value of a share of the Company’ s common stock on the date of grant, as determined by the Board or the compensation committee thereof. 1/4 of the shares underlying the Stock Option will vest and become exercisable on the one-year anniversary of the grant date, and 1/48 of the shares underlying the Stock Option will vest and become exercisable on a monthly basis thereafter , such that 100% of the shares underlying the Stock Option shall be vested and exercisable as of the four-year anniversary of the grant date, in each case so long as Executive remains employed by the Company through each applicable vesting date. The Stock Option will be subject to terms and conditions consistent with those provided in the Company’ s Amended and Restated 2014 Equity Incentive Plan, and will be governed in all respects by the terms of the stock option agreement to be entered into between Executive and the Company , except as speciﬁcally provided herein. Further details regarding the Stock Option will be provided to Executive upon approval of such grant by the Board. 6. Termination of Employment; Severance. 6.1 At-W ill Employment. Executive’ s employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause or advance notice. In the event Executive’ s employment relationship is terminated for any reason, Executive shall be entitled to receive Executive’ s earned but unpaid Base Salary , unreimbursed business expenses properly incurred by Executive pursuant to Section 4 and any other compensation or beneﬁt earned by or owed to (but not yet paid to) Executive through and including the date of termination, payable in a lump sum on the next regularlyt h t h t h 216/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 2/10scheduled payroll date following the date on which Executive’ s employment terminated, or at such other date as shall be speciﬁed under the terms of the employee beneﬁt plan pursuant to which such compensation or beneﬁt is payable. 6.2 Severance Beneﬁts for T ermination W ithout Cause or Resignation with Good Reason Unrelated to a Change of Control . In the event Executive’ s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason prior to a Change of Control (as deﬁned below) or more than twelve (12) months following a Change of Control, provided that Executive remains in compliance with the terms of this Agreement and the Conﬁdentiality Agreement (as deﬁned below) and subject to Section 7 below , the Company or its successor , as the case may be, shall provide Executive with the following severance beneﬁts: i. The Company shall pay Executive, as severance, the equivalent of nine (9) months of Executive’ s Base Salary in ef fect as of the date of Executive’ s employment termination. This severance will be paid in the form of salary continuation, payable on the Company’ s regular payroll dates, subject to standard payroll deductions and withholdings, starting on the 60 day after Executive’ s termination date, with the ﬁrst payment to include those payments that would have occurred earlier but for the 60-day delay . ii. Provided that Executive is then eligible for and timely elects continued coverage under COBRA, the Company shall pay Executive’ s COBRA premiums to continue Executive’ s coverage (including coverage for eligible dependents, if applicable) through the period starting on Executive’ s termination date and ending on the earliest to occur of: (a) nine (9) months following Executive’ s termination date; (b) the date Executive becomes eligible for comparable group health insurance coverage through a new employer; or (c) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer ’s comparable group health plan or otherwise ceases to be eligible for COBRA during this time period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without a substantial risk of violating applicable law , the Company instead shall pay to Executive, on the ﬁrst day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA premium period. Executive may , but is not obligated to, use such payments toward the cost of COBRA premiums. 6.3 Severance Beneﬁts for T ermination W ithout Cause or Resignation with Good Reason Related to a Change of Control . In the event Executive’ s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason during the twelve (12) month period immediately following a Change of Control, and provided that Executive remains in compliance with the terms of this Agreement and the Conﬁdentiality Agreement and subject to Section 7 below , the Company , or its successor , as the case may be, shall provide Executive with the following severance beneﬁts: i. The Company shall pay Executive, as severance, the equivalent of twelve (12) months of Executive’ s base salary in ef fect as of the date of Executive’ s employmentt h 316/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 3/10termination. This severance will be paid in the form of salary continuation, payable on the Company’ s regular payroll dates, subject to standard payroll deductions and withholdings, starting on the 60 day after Executive’ s termination date, with the ﬁrst payment to include those payments that would have occurred earlier but for the 60-day delay . ii. Provided that Executive is then eligible for and timely elects continued coverage under COBRA, the Company shall pay Executive’ s COBRA premiums to continue Executive’ s coverage (including coverage for eligible dependents, if applicable) through the period starting on Executive’ s termination date and ending on the earliest to occur of: (a) twelve (12) months following Executive’ s termination date; (b) the date Executive becomes eligible for comparable group health insurance coverage through a new employer; or (c) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer ’s comparable group health plan or otherwise ceases to be eligible for COBRA during this time period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without a substantial risk of violating applicable law , the Company instead shall pay to Executive, on the ﬁrst day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA premium period. Executive may , but is not obligated to, use such payments toward the cost of COBRA premiums. iii. The Company shall pay Executive an amount equal to 100% of Executive’ s target annual bonus, payable in a lump sum, less deductions and withholdings, at the same time as the ﬁrst severance payment described in Section 6.3(i) above. For the avoidance of doubt, the amount payable pursuant to this Section 6.3(iii) shall not be subject to proration based on the portion of the year elapsed as of the date of termination. iv. The vesting of all unvested equity-based incentive compensation awards then held by Executive shall be accelerated such that 100% of the shares underlying such awards shall be deemed immediately vested and exercisable; provided that , in the case of any unvested equity-based incentive compensation awards that are subject to performance- based vesting terms as of the date of such termination, the treatment of such performance-based vesting conditions shall be governed by the applicable equity plan and award agreement. 6.4 Termination for Cause; Resignation W ithout Good Reason; Death or Disability . i. If Executive resigns without Good Reason or the Company terminates Executive’ s employment for Cause, Executive shall not be entitled to receive any payments or beneﬁts under this Agreement, other than as set forth in Section 6.1. In addition, Executive shall resign from all positions and terminate any relationships as an employee, advisor , ofﬁcer or director with the Company and any of its afﬁliates, each ef fective on the date of termination. ii. Executive’ s employment shall terminate automatically upon the death or Total Disability of Executive. “ Total Disability ” shall mean Executive’ s inability , witht h 416/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 4/10reasonable accommodation, to perform the duties of her position for a period or periods aggregating ninety (90) calendar days in any period of one hundred eighty days (180) consecutive days as a result of any medically recognized physical or mental illness, loss of legal capacity or any other cause beyond Executive’ s control. Executive and the Company hereby acknowledge that Executive’ s ability to perform the duties speciﬁed in Section 1 is the essence of this Agreement. Termination hereunder shall be deemed to be ef fective (a) at the end of the calendar month in which Executive’ s death occurs or (b) immediately upon a reasonable determination by the Board or the compensation committee thereof of Executive’ s Total Disability . In the case of termination of employment under this Section 6.4(ii), Executive shall not be entitled to receive any payments or beneﬁts under this Agreement, other than as set forth in Section 6.1. 7. Conditions to Receipt of Severance Beneﬁts. The receipt of the severance beneﬁts set forth in Section 6.2 and Section 6.3 above shall be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company and Executive (the “ Separation Agreement ”) no later than 60 days following the date of termination. No severance beneﬁts will be paid or provided unless and until the Separation Agreement becomes ef fective and non-revocable. Executive shall also resign from all positions and terminate any relationships as an employee, advisor , ofﬁcer or director with the Company and any of its afﬁliates, each ef fective on the date of termination. 8. Section 409A. It is intended that all of the severance beneﬁts and other payments payable under this Agreement satisfy , to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ” and “Section 409A ”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any deﬁnitions hereunder) will be construed in a manner that complies with Section 409A. All payments and beneﬁts that are payable upon a termination of employment hereunder shall be paid or provided only upon Executive’ s “separation from service” from the Company (within the meaning of Section 409A). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’ s right to receive any installment payments under this Agreement (whether severance payments, reimbursements 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. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’ s termination to be a “speciﬁed employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon termination set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’ s termination with the Company , (ii) the date of Executive’ s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the ﬁrst business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in a lump sum to Executive, and any 516/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 5/10remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. 9. Section 280G . In the event that the severance and other beneﬁts provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code, then, Executive’ s severance and other beneﬁts under this Agreement shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance and other beneﬁts being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Employee on an after-tax basis of the greatest amount of severance beneﬁts under this Agreement, notwithstanding that all or some portion of such severance beneﬁts may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: ﬁrst a pro rata reduction of (i) cash payments subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A as deferred compensation and (ii) equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation beneﬁts shall be made prorata between and among beneﬁts which are subject to Section 409A and beneﬁts which are exempt from Section 409A. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 9 shall be made in writing by the Company’ s independent public accountants (the “ Accountants ”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9. 10. Deﬁnitions. 10.1 Cause. For purposes of this Agreement, “Cause” for termination will mean: (a) a material breach of any of Executive’ s obligations or duties pursuant to this Agreement or the Conﬁdentiality Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notiﬁcation by the Company; (b) gross negligence or willful misconduct in the course of employment; (c) any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or (d) a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company . 10.2 Good Reason. For purposes of this Agreement, Executive shall have “ Good Reason ” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’ s prior written consent: (a) any material and adverse change to Executive’ s position, authority , responsibilities, or job location in ef fect under 616/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 6/10this Agreement; (b) any material reduction in base salary or bonus opportunity as provided under this Agreement; (c) an assignment to Executive of any duties materially inconsistent with Executive’ s status as General Counsel; or (d) any failure to secure the agreement of any successor entity to fully assume the Company’ s obligations under this Agreement. In order to resign for Good Reason, Executive must provide written notice to the Board within 60 days after the ﬁrst occurrence of the event giving rise to Good Reason setting forth the basis for Executive’ s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of the cure period. 10.3 Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence of one or more of the following: (a) a merger , a consolidation, a reorganization or an arrangement that results in a transfer of more than ﬁfty percent (50%) of the total voting power of the Company’ s outstanding securities to a person or a group of persons different from a person or a group of persons holding those securities immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); (b) a direct or indirect sale or other transfer of beneﬁcial ownership of securities of the Company possessing more than ﬁfty percent (50%) of the total combined voting power of the Company’ s outstanding securities to a person or a group of persons dif ferent from a person or a group of persons holding those securities immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by , or is under common control with, the Company); (c) a direct or indirect sale or other transfer of the right to appoint more than ﬁfty percent (50%) of the directors of the Board or otherwise directly or indirectly control the management, af fairs and business of the Company to a person or a group of persons dif ferent from a person or a group of persons holding this right immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by , or is under common control with, the Company); (d) a direct or indirect sale or other transfer of all or substantially all of the assets of the Company to a person or a group of persons dif ferent from a person or a group of persons holding those assets immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by , or is under common control with, the Company); or (e) a complete liquidation, dissolution or winding-up of the Company; provided, however , that a Change in Control will not be deemed to have occurred if such Change in Control results solely from the issuance, in connection with a bona ﬁde ﬁnancing or series of ﬁnancings by the Company , of voting securities of the Company or any rights to acquire voting securities of the Company which are convertible into voting securities. 11. Proprietary Information Obligations. As a condition of employment, Executive shall execute and abide by the Company’ s standard form of Employee Invention Assignment, Conﬁdentiality and Non-Competition Agreement (the “Conﬁdentiality Agreement” ). 12. Outside Activities During Employment. 12.1 Non-Company Business. Except with the prior written consent of the Board, Executive will not during the term of Executive’ s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones 716/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 7/10in which Executive is a passive investor . Notwithstanding the foregoing, the Company acknowledges that Executive may serve in the following roles: as a director (including as Chairman of the Board) of Cochener Garvey Capital Partners, Inc. and its subsidiaries and afﬁliates, and as a trustee of related familial trusts. Executive may also engage in civic and not- for-proﬁt activities so long as such activities do not materially interfere with the performance of Executive’ s duties hereunder . 12. No Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly , any position, investment or interest known to be adverse or antagonistic to the Company , its business or prospects, ﬁnancial or otherwise. 13. Dispute Resolution. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’ s employment with the Company , Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Executive’ s employment, or the termination of Executive’ s employment, including but not limited to statutory claims, shall be resolved to the fullest extent permitted by law by ﬁnal, binding and conﬁdential arbitration, by a single arbitrator , in Seattle, W ashington conducted by JAMS, Inc. (“ JAMS ”) under the then applicable JAMS rules or by another arbitration provider if mutually agreed upon by Executive and Board. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator ’s essential ﬁndings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law . The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of Executive if the dispute were decided in a court of law . Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. 14. General Provisions. 14.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by email or fax) or the next day after sending by overnight carrier , to the Company at its primary ofﬁce location and to Executive at the address as listed on the Company payroll. 14.2 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be ef fective 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, 816/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 8/10construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. 14.3 Waiver . Any waiver of any breach of any provisions of this Agreement must be in writing to be ef fective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 14.4 Complete Agreement. This Agreement, together with the Conﬁdentiality Agreement, constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, ﬁnal, and exclusive embodiment of the Parties’ agreement with regard to this subject matter . This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modiﬁed or amended except in a writing signed by a duly authorized ofﬁcer of the Company . 14.5 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. 14.6 Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to af fect the meaning thereof. 14.7 Successors and Assigns. This Agreement is intended to bind and inure to the beneﬁt of and be enforceable by Executive and the Company , and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company , which shall not be withheld unreasonably . 14.8 Tax W ithholding and Indemniﬁcation. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and ﬁnancial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement. 14.9 Choice of Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of W ashington. [Remainder of Page Intentionally Left Blank ] 916/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 9/10IN WITNESS WHEREOF , the Parties have executed this Agreement on the day and year ﬁrst written above. NEOLEUKIN THERAPEUTICS, INC. By: /s/ Jonathan M. Drachman Name: Jonathan M. Drachman, M.D. Title: Chief Executive Ofﬁcer DONNA M. COCHENER /s/ Donna M. Cochener16/04/2025, 06:37 Document https://mcc.law.stanford.edu/capi/ﬁle/1030817 10/10" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee shall work a minimum of 50 hours per week.\", \"clause_type\": \"Working Hours\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Exceeds the 45-hour weekly maximum under Sri Lankan labor law\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 1(4) 5 gato-2021 1231xex10d1 14.htm EXHIBIT 10.1 1(4) Exhibit 10.11.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 28, 2011, is between SUNSHINE SILVER MINES CORPORATION (the “Company’) and ROGER P. JOHNSON (the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS: The Parties wish to enter into the arrangements set forth herein with respect to the terms and conditions of the Executive’s employment with the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Employment and Term. The Company agrees to, and does hereby, employ the Executive, and the Executive agrees to, and does hereby accept, such employment, upon the terms and subject to the conditions set forth in this Agreement. The Executive’s employment will begin on March 9, 2011 (the “Start Date”) and continue at will, which means that the Executive or the Company may terminate the Executive’s employment at any time for any reason, or for no reason, with or without cause (the “Term”). If the Company terminates this Agreement and the Executive’s employment, the Company shall provide the Executive with notice and reason for the termination within ten (10) calendar days of the effective date of such termination. 2. Position and Duties. (a)During the Term, the Company shall employ the Executive as Chief Financial Ofﬁcer. The Executive shall perform the duties and have the responsibilities customarily associated with the position of Chief Financial Ofﬁcer, which shall include, without limitation, overseeing the ﬁnancial operations of the Company and its subsidiaries, and shall render such other services, and assume such other responsibilities, as may be directed to the Executive by the Chief Executive Ofﬁcer or such other person as may be designated by the Board of Directors of the Company. (b)The Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company. (c)The Executive acknowledges and agrees that (i) the Executive owes the Company a duty of loyalty as a ﬁduciary of the Company, and (ii) the obligations described in this Agreement are in addition to, and not in lieu of, the obligations the Executive owes the Company under the common law. 3. Base Salary, Bonus, Equity/Options, and Beneﬁts. (a)Base Salary. During the Term, the Executive’s base salary shall be $330,000.00 per annum (“Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices. The Base Salary will be subject to review on an annual basis and may be adjusted in accordance with the procedures set forth by the Company’s Compensation Committee. (b)Payment for Forfeited Stock Options. As compensation for forgone stock options from the Executive’s prior employer, the Company shall pay the Executive a bonus of $600,000 within thirty (30)16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 1/12days of the Start Date (the “Incentive Bonus”). In the event that the Company terminates the Executive’s employment for Cause (as deﬁned in Section 4(g) below) or the Executive terminates his employment without Good Reason (as deﬁned in Section 4(g) below) prior to the ﬁrst anniversary of the Start Date, the Executive shall promptly repay the Incentive Bonus to the Company. In the event that the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason after the ﬁrst anniversary of the Start Date but prior to the second anniversary of the Start Date, the Executive shall promptly repay a prorated portion of the Incentive Bonus to the Company, with such prorated portion determined by multiplying the Incentive Bonus by a fraction, the numerator of which is the number of days that elapsed between the ﬁrst anniversary of the Start Date and the date of the Executive’s termination of employment, and the denominator of which is 365. (c)Annual Bonus. During the Term, provided that the Executive is employed by the Company on December 31 st of the applicable year, the Executive will be eligible to participate in a bonus plan pursuant to which he will be entitled to receive an annual target bonus in the amount of Sixty-seven percent (67%) of his Base Salary for the applicable year, pro-rated for any partial year (the “Target Bonus”), upon achievement by the Executive and the Company of certain targets as determined solely in the discretion of the Company’s Compensation Committee (the “Annual Bonus”). The Target Bonus, may be up to 50% lower (33%) or up to 50% higher (100%) of the Executive’s Base Salary in any given year as determined by the Company’s Compensation Committee, and the Annual Bonus actually paid, if any, will depend on the actual performance of the Company and the Executive as determined by the Compensation Committee. In all events the Annual Bonus, if earned, will be paid no later than March 15th following the applicable year for which it is earned. (d)Options. Effective as of the Start Date, the Company shall grant to the Executive an option to purchase 35,000 shares of the Company’s common stock at its per share value as of the Start Date, which is $13.825 per share (the “Initial Options”). In addition, effective as of the Start Date and as of February 1, 2012 and February 1, 2013 (provided that the Executive is still employed by the Company as of the applicable date), the Company shall grant to the Executive an option to purchase 3,600 shares of the Company’s common stock (subject to the adjustment provisions set forth in the Company’s Long-Term Incentive Plan) at a purchase price equal to the then current fair market value of the Company’s common stock (which, at the Start Date, is $13.825 per share as determined by the February 2011 sale of a portion of the Company and the outstanding shares of the Company; see Appendix I, and shall be adjusted for subsequent changes in the share capital of the Company as provided in the adjustment provisions of the Company’s Long-Term Incentive Plan) (the “Subsequent Options”). The Initial Options shall vest in two equal annual installments on the ﬁrst and second anniversaries of the Start Date, and the Subsequent Options shall vest in three equal annual installments on the ﬁrst, second and third anniversaries of the applicable grant date (each, a “Vesting Date”), provided in each case that the Executive is employed by the Company on the applicable Vesting Date. The Initial Options and the Subsequent Options (collectively, the “Stock Options”) shall have a ten-year term (subject to earlier termination upon termination of employment as described herein and in the applicable option agreement) and shall be subject to the terms and conditions of the Company’s Long-Term Incentive Plan and option agreements, all of which shall be consistent with the Executive’s rights set forth in this Section 3(d). The Executive may receive additional stock option or other equity compensation grants in the future in the sole discretion of the Company’s Compensation Committee. (e)Employee Beneﬁts. During the Term, the Executive shall be entitled to participate in the Company’s various employee beneﬁt plans that are, from time to time, made generally available to the Company’s employees, as such plans are established and pursuant to the terms and conditions of such plans. The Executive acknowledges that the Company currently has no beneﬁt plans and that the Executive’s initial responsibilities will include researching and overseeing the implementation of such plans, including the following: group health, vision and dental plan; short-term and long-term disability plan; life insurance plan; and 401(k) plan. (f)Vacation. The Executive shall be entitled to four (4) weeks paid vacation time per calendar year, pro-rated for any partial year of employment, in accordance with the Company’s vacation time policy.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 2/12(g)Expense Reimbursement. The Executive shall receive reimbursement for direct and reasonable out-of-pocket expenses, including those related to maintenance of a license as a Certiﬁed Public Accountant, continuing professional education and membership in National and State Professional Associations, incurred by him in connection with the performance of his duties hereunder, according to the policies of the Company. All requests for reimbursement of business-related expenses shall be subject to the Company’s travel policy and requirements with respect to reporting and documentation of expenses. 4. Compensation Upon Termination, Resignation, Disability or Death. (a)Termination without Cause. If the Executive’s employment is terminated by the Company without Cause, the Company shall pay the Executive any Base Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the “Accrued Obligations”). In addition, the Executive will be entitled to a prorated amount of the current calendar year Annual Bonus, with such prorated portion determined by multiplying the Annual Bonus that would otherwise have been earned by a fraction, the numerator of which is the number of days that elapsed between the January 1 of the current year and the date of the Executive’s termination of employment, and the denominator of which is 365, with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (but in no event later than March 15th of the calendar year following the calendar year in which the termination occurs (the “Pro Rata Bonus”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twenty (20) months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum within sixty (60) calendar days of the date of termination. Provided the Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination, during the twelve (12) month period following the date of termination, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were emolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Initial Options, to the extent unvested, shall immediately vest, (ii) the Subsequent Options shall cease vesting and (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the original option term. (b)Resignation for Good Reason. If the Executive resigns for Good Reason, the Company shall pay the Executive the same sums and in the same manner, and his rights to the Stock Options shall be the same, as to which the Executive would be entitled if he had been terminated by the Company without Cause, as set forth in subsection (a) above. The Executive shall provide 30 days’ prior written notice to the Company of his decision to resign for Good Reason. (c)Termination for Cause. If the Executive’s employment is terminated by the Company for Cause, the Company shall pay the Executive the Accrued Obligations. Upon termination under this Section 4(c), any outstanding Stock Options shall cease to be exercisable and will be forfeited. (d)Resignation without Good Reason. If the Executive resigns without Good Reason, the Company shall pay the Executive the Accrued Obligations. The Executive16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 3/12shall provide 60 days’ prior written notice to the Company of his decision to resign without Good Reason. The Stock Options, to the extent exercisable at the Executive’s termination of employment, shall remain exercisable until the earlier of (i) the date thirty (30) calendar days following termination of employment under this Section 4(d) or (ii) the expiration of the original option term. (e)Disability. Subject to any state or federal law or regulation governing employees with disabilities, the Company may terminate the Executive’s employment upon the Disability of the Executive. In the event the Executive is terminated under this Section 4(e), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus. In addition, in such event, the Company shall cause Executive to fully vest in all Stock Options referred to in Section 3(d) of this Agreement, and the Stock Options shall remain exercisable until the earlier of (i) the date one (1) year following termination of employment under this Section 4(e) or (ii) the expiration of the original option term. (f)Death. If the Executive’s employment is terminated due to the Executive’s death, the Company shall pay the Executive’s estate the Accrued Obligations and the Pro Rata Bonus. In addition, in such event, the Company, shall cause Executive’s estate to fully vest in all Stock Options referred to in Section 3(d) of this Agreement, and the Stock Options shall remain exercisable until the earlier of (i) the date one (1) year following termination of employment under this Section 4(f) or (ii) the expiration of the original option term. (g)For purposes of this Agreement: (i)“Cause” means the Executive’s (a) conviction of, guilty plea to or confession of guilt of, or plea of nolo contendere to a felony, or an act involving moral turpitude which could have a material adverse effect on the Company; (b) willful dishonesty, fraud or conduct that constitutes a felony or an act involving moral turpitude or a breach of ﬁduciary duty or any material misrepresentation in connection with the Executive’s employment; (c) action that exposes the Company to a material risk of legal liability or public disgrace or disrepute including, without limitation, violation of any law, rule or regulation that could expose the Company to a material legal or monetary ﬁne or penalty; (d) neglect of his duties or substantial failure to perform duties as reasonably directed by the Chief Executive Ofﬁcer and/or Board of Directors; (e) gross negligence or willful misconduct with respect to Company affairs or the Executive’s obligations hereunder; or (f) any other material breach of this or any other agreement with the Company or any material Company policy, which breach is not cured within at least ﬁfteen (15) calendar days after receipt by the Executive of written notice from the Company of such breach, but only if such breach is able to be cured during such ﬁfteen (15) calendar day period. (ii)“Good Reason” means: (a) a material diminution in the Executive’s Base Salary, except where such reduction occurs as part of an across-the-board reduction in salary affecting all senior executives of the Company; (b) a material change in the geographic location of the Executive’s principal business ofﬁce; in order for a change to be material hereunder, the Executive’s principal business ofﬁce must be moved to a location more than ﬁfty (50) miles from the Company’s ofﬁce as of the Start Date, except for required travel on Company business; or (c) any other action or inaction by the Company that constitutes a material breach of this Agreement. The foregoing shall constitute Good Reason only if (i) the Executive provides written notice to the Company of any event(s) alleged to constitute Good Reason within ninety (90) calendar days of the initial occurrence of the event, with such notice providing a detailed description of the circumstances constituting Good Reason (a “Good Reason Notice”), (ii) any such reduction, change, or breach is not remedied or cured within ﬁfteen (15) calendar days after the Company’s receipt of a written Good Reason Notice from the Executive (the “Cure Period”) and (iii) the Executive actually terminates employment within thirty (30) calendar days following the expiration of the Cure Period. (iii)“Disability” shall mean that the Executive is disabled within the meaning of the Company’s group long-term disability insurance policy. If no long term disability insurance is in place, then Disability shall mean that the Executive, due to illness, accident, or other physical or16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 4/12mental incapacity, has been substantially unable to perform his duties under this Agreement for a period of at least six (6) consecutive months during the Term as established by the written opinion of a licensed independent physician selected by the Company. (h)Deemed Resignation. Unless otherwise agreed to in writing by the Company and the Executive prior to the termination of the Executive’s employment, any termination of the Executive’s employment shall constitute an automatic resignation of the Executive as an ofﬁcer of the Company and each afﬁliate of the Company, and an automatic resignation of the Executive from the board of directors or similar governing body of the Company or any afﬁliate of the Company and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which the Company or any afﬁliate holds an equity interest and with respect to which board or similar governing body the Executive serves as the Company’s or such afﬁliate’s designee or other representative. (i)Clawback. The Executive agrees and acknowledges that any and all compensation the Executive receives pursuant to this Agreement shall be subject to clawback by the Company in the event of a ﬁnancial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and is generally applicable to senior executives of the Company. 5. Conﬁdentiality and Non-Solicitation. (a)For purposes of this Agreement, “Conﬁdential Information” means (i) communications, data, formulae and related concepts, business plans (both current and under development), proﬁt and loss statements, spreadsheets, contact or distribution lists, non-public personnel lists, promotion and marketing programs, trade secrets, or any other conﬁdential or proprietary business information relating to development programs, costs, revenues, marketing, trading, investments, sales activities, promotions, credit and ﬁnancial data, ﬁnancing methods, research, plans or the business and affairs of the Company; (ii) any other information which is to be treated as conﬁdential or non-public because of any duty of conﬁdentiality owed by the Company to a third party; and (iii) any other information which the Company shall, in the ordinary course, use and not release externally, except subject to restrictions on use and disclosure. Notwithstanding the foregoing, Conﬁdential Information does not include information that (A) is or becomes generally publicly available other than as a result, directly or indirectly, of the Executive’s disclosure or (B) is or becomes available to the Executive on a non - conﬁdential basis from a source other than through the Company or its representatives, provided that such source is not bound by a conﬁdentiality agreement with the Company or otherwise prohibited from transmitting the information to the Executive by a contractual or legal obligation. (b)The Executive acknowledges the trade secret status of the Conﬁdential Information and that the Conﬁdential Information constitutes a protectable business interest of the Company. The Executive agrees (i) not to use or allow or help another to use or access (whether for compensation or not) any Conﬁdential Information for himself or others (other than the Company); and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from the Company’s ofﬁces at any time during or after the Executive’s employment by the Company, except as required in the execution of the Executive’s duties to the Company and then conditioned upon the prompt return of all originals and reproductions thereof (in whatever form). (c)During the Term and for a period of one (1) year thereafter, the Executive shall not, directly or indirectly, on behalf of himself or any other person or entity, without the prior written consent of the Company solicit or induce any employee of or consultant or service provider to the16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 5/12Company (each, a “Service Provider”) to leave the employ of or cease performing services for the Company, or engage in any plan or coordinate with any Service Provider to leave the employ of or cease performing services for the Company, or hire, participate with or attempt to participate with in any venture for any purpose any Service Provider or any Service Provider who has left the employment of or ceased to perform services for the Company within one year of the termination of such Service Provider’s services for the Company. (d)The Executive acknowledges that any breach of his obligations under this Section 5 cannot be adequately compensated by damages in an action at law and may cause the Company great and irreparable injury and damage. Accordingly, in the event that the Executive breaches or threatens to breach any provisions of this Section 5, then in addition to any other rights which the Company may have, the Company shall be entitled, without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond or other security with respect thereto, to the remedies of injunction, speciﬁc performance and other equitable relief to redress any breach, and no proof of special damages shall be necessary for the enforcement of or for any action for breach of the Executive’s obligations. In the event that a proceeding is brought in equity to enforce the provisions of this Section 5, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. Nothing contained in this Section 5(d) shall be construed as a waiver by the Company of any other rights, including, without limitation, rights to damages or proﬁts. (e)The Executive agrees that the period during which the covenants contained in this Section 5 shall be effective shall be computed by excluding from such computation any time during which the Executive is in violation of any provision of this Section 5. (f)The Company and the Executive agree that it was their intent to enter into a valid and enforceable agreement. The Executive and the Company thereby acknowledge the reasonableness of the restrictions set forth in this Section 5, including the reasonableness of the duration as to time and the scope of activity restrained. The Executive agrees that if any covenant contained in Section 5 of this Agreement is found by a court of competent jurisdiction to contain limitations as to time or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of the Company and to enforce the covenants as reformed. (g)If the Executive’s employment with the Company is terminated for any reason, the Executive agrees to advise the Company of the name of the Executive’s new employer. The Executive further agrees that the Company may notify any person or entity employing the Executive or evidencing an intention of employing the Executive of the existence and provisions of this Agreement. 6. The Executive’s Representations. The Executive represents to the Company that: (a)the execution, delivery and performance of this Agreement by the Executive do not and shall not conﬂict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound; (b)upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable against him in accordance with its terms; (c)as of the Start Date, the Executive will not be a party to any agreement with any person, other than an agreement with the Company, restricting the use of another person’s conﬁdential16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 6/12information or restricting the Executive from providing future employment, consulting or other service; (d)no prior or pending litigation, arbitration, investigation or other proceeding of any kind will prevent or hinder the Executive from performing his duties under this Agreement; and (e)the Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. 7. Change in Control. (a)Deﬁnitions. (i)For purposes of this Section 7, “Change in Control” means (I) any merger or consolidation of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than a controlling interest in the surviving entity immediately after such consolidation, merger or reorganization; (II) any transaction or series of related transactions in which control of the Company is acquired by a person or group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended or any successor provisions thereto; or (III) a sale or other disposition of all or substantially all of the assets of the Company; provided that in no event will a Change in Control include any of the following transactions: (A) any consolidation, merger or similar transaction effected exclusively to change the domicile of the Company; (B) any transaction or series of transactions in which voting securities of the Company are issued principally for bona ﬁde ﬁnancing purposes or any successor or indebtedness or equity securities of the Company are cancelled or converted or a combination thereof, including, without limitation, an initial public offering or other offering of the Company’s capital stock; (C) any acquisition of such voting power by an individual or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Company; or (D) any transaction where control of the Company, the surviving parent entity or the entity to which all or substantially all of the Company’s assets are transferred in the transaction or series of transactions is controlled directly or indirectly by one or more Kaplan Parties. (ii)“Kaplan Party” means (a) Thomas S. Kaplan or Dafna Recanati Kaplan; (b) any spouse, parent, sibling or descendant (including by adoption) of either of the persons referred to in clause (a) above; (c) any trust created for the beneﬁt of any of the persons described in clauses (a) or (b) above or any trust for the beneﬁt of such trust; or (d) any person controlled by one or more of the persons referred to in clauses (a), (b) or (c) above. (iii)“Control” (including its correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means, with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the beneﬁcial ownership of voting securities, by contract or otherwise. (b)Change in Control Severance Beneﬁts. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 7/12COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and beneﬁts for which the Executive is eligible under such sections. (c)Termination Preceding Change in Control. Notwithstanding the provisions of the above subsection 7(b), if the Executive’s employment with the Company is terminated by the Company without Cause within three (3) months preceding the occurrence of a Change in Control and such termination without Cause occurred in anticipation of a Change in Control at the request of the acquirer, the Executive shall be entitled to the payments and beneﬁts described in the above subsection 7(b)(I). 8. Taxes. The Company shall be entitled to withhold from any payment or beneﬁt provided under this Agreement an amount sufﬁcient to satisfy all federal, state and local income and employment tax withholding requirements. 9. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by ﬁrst class mail, return receipt requested, to the recipient at the address below indicated: Notices to the Executive: Roger P. Johnson [*] [*] Notices to the Company: Sunshine Silver Mines Corporation c/o Tigris Financial Group Ltd. 535 Madison Avenue, 11th Floor New York, New York 10022 Attention: Andrew M. Shapiro, Esq. or such other address or to the attention of such other person as the recipient party shall have speciﬁed by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed. 10. Severability. Whenever possible, each provision of this Agreement shall 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 shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 8/1211. Complete Agreement. This Agreement, together with the agreements referred to herein in Section 3(d), contains the entire agreement of the Parties hereto with respect to the terms and conditions of the Executive’s employment with the Company and activities following termination. This Agreement supersedes any and all prior agreements and understandings, whether written or oral, between the Parties with respect to the terms and conditions of the Executive’s employment with the Company and activities following termination. This Agreement may not be changed or modiﬁed except by an instrument in writing, signed by the Executive and a duly authorized ofﬁcer of the Company. 12. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. 13. Successors and Assigns. This Agreement is intended to bind and inure to the beneﬁt of and be enforceable by the Executive, the Company and their respective heirs, personal representatives, executors and administrators, successors and assigns, except that the Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company. 14. Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York and the federal laws of the United States of America, without giving effect to any choice of law or conﬂict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America. 15. Dispute Resolution and Arbitration. Subject to Section 5(d), the Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the matter has not been resolved within thirty (30) calendar days of a Party’s request for negotiation, either Party may initiate proceedings or arbitration only as provided herein. Subject to Section 5(d), if any dispute arising out of or relating to this Agreement or the breach, termination or validity thereof has not been resolved by negotiation, such dispute shall be settled by binding arbitration in accordance with the then current rules of JAMS by a single independent and impartial arbitrator who is located in Denver, Colorado. The arbitrator selected must have an expertise in the matter(s) in dispute. Each party shall bear his/its own fees and costs; the fees, costs and all administrative expenses of arbitration shall be borne equally by the Company and the Executive. The Parties understand and agree that the arbitration is subject to the rules of JAMS; that the arbitrator’s decision and award shall be ﬁnal and binding as to all claims that were, or could have been, raised in arbitration; and that judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any award rendered hereunder may include an award of attorneys’ fees and costs but shall not include punitive damages. The statute of limitations of the state of New York applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration. 16. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement. 17. Survival. In the event of the Executive’s termination of, or resignation from, employment,16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 9/12Sections 4, 5, 8, 9, 10, 13, 14, 15 and 16 shall survive and continue in full force to the extent necessary to enforce their terms. 18. Jobs Act Compliance. (a)This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under this Agreement is intended to be excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral exception as speciﬁed in Treasury Regulation § 1.409A-l(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). (b)All reimbursements or provision of in-kind beneﬁts pursuant to this Agreement shall be made in accordance with Treasury Regulation § l.409A-3(i)(l)(iv) such that the reimbursement or provision will be deemed payable at a speciﬁed time or on a ﬁxed schedule relative to a permissible payment event. Speciﬁcally, the amount reimbursed or in-kind beneﬁts provided under this Agreement during the Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind beneﬁt is not subject to liquidation or exchange for another beneﬁt. (c)For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the Company when the Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). (d)Notwithstanding any provision of this Agreement to the contrary, the parties agree that any beneﬁt or beneﬁts under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until the ﬁrst business day next following the earlier of (i) the date that is six months and one day following the date of the Executive’s termination of employment, (ii) the date of the Executive’s death or (iii) such earlier date as complies with the requirements of Section 409A. 19. Release. Any and all amounts payable and beneﬁts or additional rights provided pursuant to Sections 4 and 7, other than (i) compensation accrued but unpaid as of the effective date of the Executive’s termination; (ii) accrued but unused vacation in accordance with Company policy; and (iii) all business expenses that were incurred but not reimbursed, shall only be payable if the Executive executes and delivers to the Company, within 60 days after termination of employment, in the Company’s standard form, a general release of all claims of the Executive up to the date of such release.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 10/12IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date ﬁrst written above. SUNSHINE SILVER MINES CORPORATION By:/s/ Michael Williams Name: Michael Williams Title: President /s/ Roger Johnson ROGER P. JOHNSON – the Executive16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 11/12Appendix I Based on the transaction: Valuation: a) Financing/ Cash infusion $115,000,000 (for~15%): $766,500,000 b) SSM valuation Price per share: a/b=c a) SSM Value based on contemplated merger $766,500,000 b) Post merger Shares and options Outstanding 55,443,038 c) Share Price $13.82516/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 12/12" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee is not entitled to overtime compensation.\", \"clause_type\": \"Overtime\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Violates overtime compensation requirements\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 1(4) 5 gato-2021 1231xex10d1 14.htm EXHIBIT 10.1 1(4) Exhibit 10.11.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 28, 2011, is between SUNSHINE SILVER MINES CORPORATION (the “Company’) and ROGER P. JOHNSON (the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS: The Parties wish to enter into the arrangements set forth herein with respect to the terms and conditions of the Executive’s employment with the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Employment and Term. The Company agrees to, and does hereby, employ the Executive, and the Executive agrees to, and does hereby accept, such employment, upon the terms and subject to the conditions set forth in this Agreement. The Executive’s employment will begin on March 9, 2011 (the “Start Date”) and continue at will, which means that the Executive or the Company may terminate the Executive’s employment at any time for any reason, or for no reason, with or without cause (the “Term”). If the Company terminates this Agreement and the Executive’s employment, the Company shall provide the Executive with notice and reason for the termination within ten (10) calendar days of the effective date of such termination. 2. Position and Duties. (a)During the Term, the Company shall employ the Executive as Chief Financial Ofﬁcer. The Executive shall perform the duties and have the responsibilities customarily associated with the position of Chief Financial Ofﬁcer, which shall include, without limitation, overseeing the ﬁnancial operations of the Company and its subsidiaries, and shall render such other services, and assume such other responsibilities, as may be directed to the Executive by the Chief Executive Ofﬁcer or such other person as may be designated by the Board of Directors of the Company. (b)The Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company. (c)The Executive acknowledges and agrees that (i) the Executive owes the Company a duty of loyalty as a ﬁduciary of the Company, and (ii) the obligations described in this Agreement are in addition to, and not in lieu of, the obligations the Executive owes the Company under the common law. 3. Base Salary, Bonus, Equity/Options, and Beneﬁts. (a)Base Salary. During the Term, the Executive’s base salary shall be $330,000.00 per annum (“Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices. The Base Salary will be subject to review on an annual basis and may be adjusted in accordance with the procedures set forth by the Company’s Compensation Committee. (b)Payment for Forfeited Stock Options. As compensation for forgone stock options from the Executive’s prior employer, the Company shall pay the Executive a bonus of $600,000 within thirty (30)16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 1/12days of the Start Date (the “Incentive Bonus”). In the event that the Company terminates the Executive’s employment for Cause (as deﬁned in Section 4(g) below) or the Executive terminates his employment without Good Reason (as deﬁned in Section 4(g) below) prior to the ﬁrst anniversary of the Start Date, the Executive shall promptly repay the Incentive Bonus to the Company. In the event that the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason after the ﬁrst anniversary of the Start Date but prior to the second anniversary of the Start Date, the Executive shall promptly repay a prorated portion of the Incentive Bonus to the Company, with such prorated portion determined by multiplying the Incentive Bonus by a fraction, the numerator of which is the number of days that elapsed between the ﬁrst anniversary of the Start Date and the date of the Executive’s termination of employment, and the denominator of which is 365. (c)Annual Bonus. During the Term, provided that the Executive is employed by the Company on December 31 st of the applicable year, the Executive will be eligible to participate in a bonus plan pursuant to which he will be entitled to receive an annual target bonus in the amount of Sixty-seven percent (67%) of his Base Salary for the applicable year, pro-rated for any partial year (the “Target Bonus”), upon achievement by the Executive and the Company of certain targets as determined solely in the discretion of the Company’s Compensation Committee (the “Annual Bonus”). The Target Bonus, may be up to 50% lower (33%) or up to 50% higher (100%) of the Executive’s Base Salary in any given year as determined by the Company’s Compensation Committee, and the Annual Bonus actually paid, if any, will depend on the actual performance of the Company and the Executive as determined by the Compensation Committee. In all events the Annual Bonus, if earned, will be paid no later than March 15th following the applicable year for which it is earned. (d)Options. Effective as of the Start Date, the Company shall grant to the Executive an option to purchase 35,000 shares of the Company’s common stock at its per share value as of the Start Date, which is $13.825 per share (the “Initial Options”). In addition, effective as of the Start Date and as of February 1, 2012 and February 1, 2013 (provided that the Executive is still employed by the Company as of the applicable date), the Company shall grant to the Executive an option to purchase 3,600 shares of the Company’s common stock (subject to the adjustment provisions set forth in the Company’s Long-Term Incentive Plan) at a purchase price equal to the then current fair market value of the Company’s common stock (which, at the Start Date, is $13.825 per share as determined by the February 2011 sale of a portion of the Company and the outstanding shares of the Company; see Appendix I, and shall be adjusted for subsequent changes in the share capital of the Company as provided in the adjustment provisions of the Company’s Long-Term Incentive Plan) (the “Subsequent Options”). The Initial Options shall vest in two equal annual installments on the ﬁrst and second anniversaries of the Start Date, and the Subsequent Options shall vest in three equal annual installments on the ﬁrst, second and third anniversaries of the applicable grant date (each, a “Vesting Date”), provided in each case that the Executive is employed by the Company on the applicable Vesting Date. The Initial Options and the Subsequent Options (collectively, the “Stock Options”) shall have a ten-year term (subject to earlier termination upon termination of employment as described herein and in the applicable option agreement) and shall be subject to the terms and conditions of the Company’s Long-Term Incentive Plan and option agreements, all of which shall be consistent with the Executive’s rights set forth in this Section 3(d). The Executive may receive additional stock option or other equity compensation grants in the future in the sole discretion of the Company’s Compensation Committee. (e)Employee Beneﬁts. During the Term, the Executive shall be entitled to participate in the Company’s various employee beneﬁt plans that are, from time to time, made generally available to the Company’s employees, as such plans are established and pursuant to the terms and conditions of such plans. The Executive acknowledges that the Company currently has no beneﬁt plans and that the Executive’s initial responsibilities will include researching and overseeing the implementation of such plans, including the following: group health, vision and dental plan; short-term and long-term disability plan; life insurance plan; and 401(k) plan. (f)Vacation. The Executive shall be entitled to four (4) weeks paid vacation time per calendar year, pro-rated for any partial year of employment, in accordance with the Company’s vacation time policy.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 2/12(g)Expense Reimbursement. The Executive shall receive reimbursement for direct and reasonable out-of-pocket expenses, including those related to maintenance of a license as a Certiﬁed Public Accountant, continuing professional education and membership in National and State Professional Associations, incurred by him in connection with the performance of his duties hereunder, according to the policies of the Company. All requests for reimbursement of business-related expenses shall be subject to the Company’s travel policy and requirements with respect to reporting and documentation of expenses. 4. Compensation Upon Termination, Resignation, Disability or Death. (a)Termination without Cause. If the Executive’s employment is terminated by the Company without Cause, the Company shall pay the Executive any Base Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the “Accrued Obligations”). In addition, the Executive will be entitled to a prorated amount of the current calendar year Annual Bonus, with such prorated portion determined by multiplying the Annual Bonus that would otherwise have been earned by a fraction, the numerator of which is the number of days that elapsed between the January 1 of the current year and the date of the Executive’s termination of employment, and the denominator of which is 365, with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (but in no event later than March 15th of the calendar year following the calendar year in which the termination occurs (the “Pro Rata Bonus”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twenty (20) months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum within sixty (60) calendar days of the date of termination. Provided the Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination, during the twelve (12) month period following the date of termination, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were emolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Initial Options, to the extent unvested, shall immediately vest, (ii) the Subsequent Options shall cease vesting and (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the original option term. (b)Resignation for Good Reason. If the Executive resigns for Good Reason, the Company shall pay the Executive the same sums and in the same manner, and his rights to the Stock Options shall be the same, as to which the Executive would be entitled if he had been terminated by the Company without Cause, as set forth in subsection (a) above. The Executive shall provide 30 days’ prior written notice to the Company of his decision to resign for Good Reason. (c)Termination for Cause. If the Executive’s employment is terminated by the Company for Cause, the Company shall pay the Executive the Accrued Obligations. Upon termination under this Section 4(c), any outstanding Stock Options shall cease to be exercisable and will be forfeited. (d)Resignation without Good Reason. If the Executive resigns without Good Reason, the Company shall pay the Executive the Accrued Obligations. The Executive16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 3/12shall provide 60 days’ prior written notice to the Company of his decision to resign without Good Reason. The Stock Options, to the extent exercisable at the Executive’s termination of employment, shall remain exercisable until the earlier of (i) the date thirty (30) calendar days following termination of employment under this Section 4(d) or (ii) the expiration of the original option term. (e)Disability. Subject to any state or federal law or regulation governing employees with disabilities, the Company may terminate the Executive’s employment upon the Disability of the Executive. In the event the Executive is terminated under this Section 4(e), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus. In addition, in such event, the Company shall cause Executive to fully vest in all Stock Options referred to in Section 3(d) of this Agreement, and the Stock Options shall remain exercisable until the earlier of (i) the date one (1) year following termination of employment under this Section 4(e) or (ii) the expiration of the original option term. (f)Death. If the Executive’s employment is terminated due to the Executive’s death, the Company shall pay the Executive’s estate the Accrued Obligations and the Pro Rata Bonus. In addition, in such event, the Company, shall cause Executive’s estate to fully vest in all Stock Options referred to in Section 3(d) of this Agreement, and the Stock Options shall remain exercisable until the earlier of (i) the date one (1) year following termination of employment under this Section 4(f) or (ii) the expiration of the original option term. (g)For purposes of this Agreement: (i)“Cause” means the Executive’s (a) conviction of, guilty plea to or confession of guilt of, or plea of nolo contendere to a felony, or an act involving moral turpitude which could have a material adverse effect on the Company; (b) willful dishonesty, fraud or conduct that constitutes a felony or an act involving moral turpitude or a breach of ﬁduciary duty or any material misrepresentation in connection with the Executive’s employment; (c) action that exposes the Company to a material risk of legal liability or public disgrace or disrepute including, without limitation, violation of any law, rule or regulation that could expose the Company to a material legal or monetary ﬁne or penalty; (d) neglect of his duties or substantial failure to perform duties as reasonably directed by the Chief Executive Ofﬁcer and/or Board of Directors; (e) gross negligence or willful misconduct with respect to Company affairs or the Executive’s obligations hereunder; or (f) any other material breach of this or any other agreement with the Company or any material Company policy, which breach is not cured within at least ﬁfteen (15) calendar days after receipt by the Executive of written notice from the Company of such breach, but only if such breach is able to be cured during such ﬁfteen (15) calendar day period. (ii)“Good Reason” means: (a) a material diminution in the Executive’s Base Salary, except where such reduction occurs as part of an across-the-board reduction in salary affecting all senior executives of the Company; (b) a material change in the geographic location of the Executive’s principal business ofﬁce; in order for a change to be material hereunder, the Executive’s principal business ofﬁce must be moved to a location more than ﬁfty (50) miles from the Company’s ofﬁce as of the Start Date, except for required travel on Company business; or (c) any other action or inaction by the Company that constitutes a material breach of this Agreement. The foregoing shall constitute Good Reason only if (i) the Executive provides written notice to the Company of any event(s) alleged to constitute Good Reason within ninety (90) calendar days of the initial occurrence of the event, with such notice providing a detailed description of the circumstances constituting Good Reason (a “Good Reason Notice”), (ii) any such reduction, change, or breach is not remedied or cured within ﬁfteen (15) calendar days after the Company’s receipt of a written Good Reason Notice from the Executive (the “Cure Period”) and (iii) the Executive actually terminates employment within thirty (30) calendar days following the expiration of the Cure Period. (iii)“Disability” shall mean that the Executive is disabled within the meaning of the Company’s group long-term disability insurance policy. If no long term disability insurance is in place, then Disability shall mean that the Executive, due to illness, accident, or other physical or16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 4/12mental incapacity, has been substantially unable to perform his duties under this Agreement for a period of at least six (6) consecutive months during the Term as established by the written opinion of a licensed independent physician selected by the Company. (h)Deemed Resignation. Unless otherwise agreed to in writing by the Company and the Executive prior to the termination of the Executive’s employment, any termination of the Executive’s employment shall constitute an automatic resignation of the Executive as an ofﬁcer of the Company and each afﬁliate of the Company, and an automatic resignation of the Executive from the board of directors or similar governing body of the Company or any afﬁliate of the Company and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which the Company or any afﬁliate holds an equity interest and with respect to which board or similar governing body the Executive serves as the Company’s or such afﬁliate’s designee or other representative. (i)Clawback. The Executive agrees and acknowledges that any and all compensation the Executive receives pursuant to this Agreement shall be subject to clawback by the Company in the event of a ﬁnancial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and is generally applicable to senior executives of the Company. 5. Conﬁdentiality and Non-Solicitation. (a)For purposes of this Agreement, “Conﬁdential Information” means (i) communications, data, formulae and related concepts, business plans (both current and under development), proﬁt and loss statements, spreadsheets, contact or distribution lists, non-public personnel lists, promotion and marketing programs, trade secrets, or any other conﬁdential or proprietary business information relating to development programs, costs, revenues, marketing, trading, investments, sales activities, promotions, credit and ﬁnancial data, ﬁnancing methods, research, plans or the business and affairs of the Company; (ii) any other information which is to be treated as conﬁdential or non-public because of any duty of conﬁdentiality owed by the Company to a third party; and (iii) any other information which the Company shall, in the ordinary course, use and not release externally, except subject to restrictions on use and disclosure. Notwithstanding the foregoing, Conﬁdential Information does not include information that (A) is or becomes generally publicly available other than as a result, directly or indirectly, of the Executive’s disclosure or (B) is or becomes available to the Executive on a non - conﬁdential basis from a source other than through the Company or its representatives, provided that such source is not bound by a conﬁdentiality agreement with the Company or otherwise prohibited from transmitting the information to the Executive by a contractual or legal obligation. (b)The Executive acknowledges the trade secret status of the Conﬁdential Information and that the Conﬁdential Information constitutes a protectable business interest of the Company. The Executive agrees (i) not to use or allow or help another to use or access (whether for compensation or not) any Conﬁdential Information for himself or others (other than the Company); and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from the Company’s ofﬁces at any time during or after the Executive’s employment by the Company, except as required in the execution of the Executive’s duties to the Company and then conditioned upon the prompt return of all originals and reproductions thereof (in whatever form). (c)During the Term and for a period of one (1) year thereafter, the Executive shall not, directly or indirectly, on behalf of himself or any other person or entity, without the prior written consent of the Company solicit or induce any employee of or consultant or service provider to the16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 5/12Company (each, a “Service Provider”) to leave the employ of or cease performing services for the Company, or engage in any plan or coordinate with any Service Provider to leave the employ of or cease performing services for the Company, or hire, participate with or attempt to participate with in any venture for any purpose any Service Provider or any Service Provider who has left the employment of or ceased to perform services for the Company within one year of the termination of such Service Provider’s services for the Company. (d)The Executive acknowledges that any breach of his obligations under this Section 5 cannot be adequately compensated by damages in an action at law and may cause the Company great and irreparable injury and damage. Accordingly, in the event that the Executive breaches or threatens to breach any provisions of this Section 5, then in addition to any other rights which the Company may have, the Company shall be entitled, without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond or other security with respect thereto, to the remedies of injunction, speciﬁc performance and other equitable relief to redress any breach, and no proof of special damages shall be necessary for the enforcement of or for any action for breach of the Executive’s obligations. In the event that a proceeding is brought in equity to enforce the provisions of this Section 5, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. Nothing contained in this Section 5(d) shall be construed as a waiver by the Company of any other rights, including, without limitation, rights to damages or proﬁts. (e)The Executive agrees that the period during which the covenants contained in this Section 5 shall be effective shall be computed by excluding from such computation any time during which the Executive is in violation of any provision of this Section 5. (f)The Company and the Executive agree that it was their intent to enter into a valid and enforceable agreement. The Executive and the Company thereby acknowledge the reasonableness of the restrictions set forth in this Section 5, including the reasonableness of the duration as to time and the scope of activity restrained. The Executive agrees that if any covenant contained in Section 5 of this Agreement is found by a court of competent jurisdiction to contain limitations as to time or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of the Company and to enforce the covenants as reformed. (g)If the Executive’s employment with the Company is terminated for any reason, the Executive agrees to advise the Company of the name of the Executive’s new employer. The Executive further agrees that the Company may notify any person or entity employing the Executive or evidencing an intention of employing the Executive of the existence and provisions of this Agreement. 6. The Executive’s Representations. The Executive represents to the Company that: (a)the execution, delivery and performance of this Agreement by the Executive do not and shall not conﬂict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound; (b)upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable against him in accordance with its terms; (c)as of the Start Date, the Executive will not be a party to any agreement with any person, other than an agreement with the Company, restricting the use of another person’s conﬁdential16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 6/12information or restricting the Executive from providing future employment, consulting or other service; (d)no prior or pending litigation, arbitration, investigation or other proceeding of any kind will prevent or hinder the Executive from performing his duties under this Agreement; and (e)the Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. 7. Change in Control. (a)Deﬁnitions. (i)For purposes of this Section 7, “Change in Control” means (I) any merger or consolidation of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than a controlling interest in the surviving entity immediately after such consolidation, merger or reorganization; (II) any transaction or series of related transactions in which control of the Company is acquired by a person or group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended or any successor provisions thereto; or (III) a sale or other disposition of all or substantially all of the assets of the Company; provided that in no event will a Change in Control include any of the following transactions: (A) any consolidation, merger or similar transaction effected exclusively to change the domicile of the Company; (B) any transaction or series of transactions in which voting securities of the Company are issued principally for bona ﬁde ﬁnancing purposes or any successor or indebtedness or equity securities of the Company are cancelled or converted or a combination thereof, including, without limitation, an initial public offering or other offering of the Company’s capital stock; (C) any acquisition of such voting power by an individual or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Company; or (D) any transaction where control of the Company, the surviving parent entity or the entity to which all or substantially all of the Company’s assets are transferred in the transaction or series of transactions is controlled directly or indirectly by one or more Kaplan Parties. (ii)“Kaplan Party” means (a) Thomas S. Kaplan or Dafna Recanati Kaplan; (b) any spouse, parent, sibling or descendant (including by adoption) of either of the persons referred to in clause (a) above; (c) any trust created for the beneﬁt of any of the persons described in clauses (a) or (b) above or any trust for the beneﬁt of such trust; or (d) any person controlled by one or more of the persons referred to in clauses (a), (b) or (c) above. (iii)“Control” (including its correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means, with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the beneﬁcial ownership of voting securities, by contract or otherwise. (b)Change in Control Severance Beneﬁts. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 7/12COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and beneﬁts for which the Executive is eligible under such sections. (c)Termination Preceding Change in Control. Notwithstanding the provisions of the above subsection 7(b), if the Executive’s employment with the Company is terminated by the Company without Cause within three (3) months preceding the occurrence of a Change in Control and such termination without Cause occurred in anticipation of a Change in Control at the request of the acquirer, the Executive shall be entitled to the payments and beneﬁts described in the above subsection 7(b)(I). 8. Taxes. The Company shall be entitled to withhold from any payment or beneﬁt provided under this Agreement an amount sufﬁcient to satisfy all federal, state and local income and employment tax withholding requirements. 9. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by ﬁrst class mail, return receipt requested, to the recipient at the address below indicated: Notices to the Executive: Roger P. Johnson [*] [*] Notices to the Company: Sunshine Silver Mines Corporation c/o Tigris Financial Group Ltd. 535 Madison Avenue, 11th Floor New York, New York 10022 Attention: Andrew M. Shapiro, Esq. or such other address or to the attention of such other person as the recipient party shall have speciﬁed by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed. 10. Severability. Whenever possible, each provision of this Agreement shall 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 shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 8/1211. Complete Agreement. This Agreement, together with the agreements referred to herein in Section 3(d), contains the entire agreement of the Parties hereto with respect to the terms and conditions of the Executive’s employment with the Company and activities following termination. This Agreement supersedes any and all prior agreements and understandings, whether written or oral, between the Parties with respect to the terms and conditions of the Executive’s employment with the Company and activities following termination. This Agreement may not be changed or modiﬁed except by an instrument in writing, signed by the Executive and a duly authorized ofﬁcer of the Company. 12. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. 13. Successors and Assigns. This Agreement is intended to bind and inure to the beneﬁt of and be enforceable by the Executive, the Company and their respective heirs, personal representatives, executors and administrators, successors and assigns, except that the Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company. 14. Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York and the federal laws of the United States of America, without giving effect to any choice of law or conﬂict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America. 15. Dispute Resolution and Arbitration. Subject to Section 5(d), the Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the matter has not been resolved within thirty (30) calendar days of a Party’s request for negotiation, either Party may initiate proceedings or arbitration only as provided herein. Subject to Section 5(d), if any dispute arising out of or relating to this Agreement or the breach, termination or validity thereof has not been resolved by negotiation, such dispute shall be settled by binding arbitration in accordance with the then current rules of JAMS by a single independent and impartial arbitrator who is located in Denver, Colorado. The arbitrator selected must have an expertise in the matter(s) in dispute. Each party shall bear his/its own fees and costs; the fees, costs and all administrative expenses of arbitration shall be borne equally by the Company and the Executive. The Parties understand and agree that the arbitration is subject to the rules of JAMS; that the arbitrator’s decision and award shall be ﬁnal and binding as to all claims that were, or could have been, raised in arbitration; and that judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any award rendered hereunder may include an award of attorneys’ fees and costs but shall not include punitive damages. The statute of limitations of the state of New York applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration. 16. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement. 17. Survival. In the event of the Executive’s termination of, or resignation from, employment,16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 9/12Sections 4, 5, 8, 9, 10, 13, 14, 15 and 16 shall survive and continue in full force to the extent necessary to enforce their terms. 18. Jobs Act Compliance. (a)This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under this Agreement is intended to be excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral exception as speciﬁed in Treasury Regulation § 1.409A-l(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). (b)All reimbursements or provision of in-kind beneﬁts pursuant to this Agreement shall be made in accordance with Treasury Regulation § l.409A-3(i)(l)(iv) such that the reimbursement or provision will be deemed payable at a speciﬁed time or on a ﬁxed schedule relative to a permissible payment event. Speciﬁcally, the amount reimbursed or in-kind beneﬁts provided under this Agreement during the Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind beneﬁt is not subject to liquidation or exchange for another beneﬁt. (c)For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the Company when the Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). (d)Notwithstanding any provision of this Agreement to the contrary, the parties agree that any beneﬁt or beneﬁts under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until the ﬁrst business day next following the earlier of (i) the date that is six months and one day following the date of the Executive’s termination of employment, (ii) the date of the Executive’s death or (iii) such earlier date as complies with the requirements of Section 409A. 19. Release. Any and all amounts payable and beneﬁts or additional rights provided pursuant to Sections 4 and 7, other than (i) compensation accrued but unpaid as of the effective date of the Executive’s termination; (ii) accrued but unused vacation in accordance with Company policy; and (iii) all business expenses that were incurred but not reimbursed, shall only be payable if the Executive executes and delivers to the Company, within 60 days after termination of employment, in the Company’s standard form, a general release of all claims of the Executive up to the date of such release.16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 10/12IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date ﬁrst written above. SUNSHINE SILVER MINES CORPORATION By:/s/ Michael Williams Name: Michael Williams Title: President /s/ Roger Johnson ROGER P. JOHNSON – the Executive16/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 11/12Appendix I Based on the transaction: Valuation: a) Financing/ Cash infusion $115,000,000 (for~15%): $766,500,000 b) SSM valuation Price per share: a/b=c a) SSM Value based on contemplated merger $766,500,000 b) Post merger Shares and options Outstanding 55,443,038 c) Share Price $13.82516/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1031660 https://mcc.law.stanford.edu/capi/ﬁle/1031660 12/12" }, { "role": "assistant", "content": "{\"clause_text\": \"The Company will reimburse all reasonable business expenses.\", \"clause_type\": \"Reimbursement\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Supports transparency and fair compensation\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 ea175428ex10-1_inpixon.htm EMPLOYEE MATTERS AGREEMENT, DATED MARCH 14, 2023, BY AND AMONG KINS, KINS MERGER SUB INC., INPIXON, AND LEGACY CXAPP Exhibit 10.1 EMPLOYEE MATTERS AGREEMENT by and among INPIXON, CXAPP HOLDING CORP., KINS TECHNOLOGY GROUP INC. and KINS MERGER SUB INC. Dated as of March 14, 2023 16/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 1/25 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION 1 1.1 General 1 1.2 References; Interpretation 5 ARTICLE II GENERAL PRINCIPLES 5 2.1 Nature of Liabilities 5 2.2 Transfers of Employees and Independent Contractors Generally 5 2.3 Assumption and Retention of Liabilities Generally 7 2.4 Treatment of Compensation and Benefit Plans; Terms of Employment 9 2.5 Participation in Company Benefit Plans 9 2.6 Service Recognition 9 2.7 Assignment of Restrictive Covenants. 10 2.8 WARN 10 2.10No Termination; No Change in Control 10 ARTICLE III CERTAIN BENEFIT PLAN PROVISIONS 11 3.1 Health and Welfare Benefit Plans 11 3.2 Disability 12 3.3 401(k) Plans 12 3.4 Chargeback of Certain Costs 13 ARTICLE IV EQUITY INCENTIVE AWARDS 13 4.1 Company Equity Plans; Company Equity Awards 13 4.2 Parent Equity Plan 13 ARTICLE V ADDITIONAL MATTERS 13 5.1 Cash Incentive Programs 13 5.2 Severance 14 5.3 Time-Off Benefits 14 5.4 Workers’ Compensation Liabilities 14 5.5 COBRA 14 5.6 Code Section 409A 14 5.7 Payroll Taxes and Reporting 15 5.8 Regulatory Filings 15 5.9 Certain Requirements 15 ARTICLE VI OBLIGATIONS OF PARENT AND MERGER SUB 15 6.1 Obligations of Parent 15 ARTICLE VII GENERAL AND ADMINISTRATIVE 15 7.1 Employer Rights 15 7.2 Effect on Employment 15 7.3 Consent of Third Parties 16 7.4 Access to Employees 16 7.5 Beneficiary Designation/Release of Information/Right to Reimbursement 16 7.6 No Third Party Beneficiaries 16 7.7 Employee Benefits Administration 16 7.8 Audit Rights With Respect to Information Provided 17 7.9 Cooperation 17 ARTICLE VIII MISCELLANEOUS 17 8.1 Entire Agreement 17 8.2 Counterparts 17 8.3 Survival of Agreements 17 8.4 Notices 18 8.5 Consents 19 8.6 Assignment 19 8.7 Successors and Assigns 19 8.8 Termination and Amendment 19 8.9 Subsidiaries 1916/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 2/25 8.10Title and Headings 19 8.11Governing Law 20 8.12WAIVER OF JURY TRIAL 20 8.13Severability 21 8.14Interpretation 21 8.15No Duplication; No Double Recovery 21 8.16No Waiver 21 8.17No Admission of Liability 21 i16/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 3/25 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 14, 2023, is entered into by and among Inpixon, a Nevada corporation (the “Company”), CXApp Holding Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), KINS Technology Group Inc., a Delaware corporation (“Parent”), and KINS Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). “Party” or “Parties” means the Company, SpinCo, Parent or Merger Sub, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning set forth in the Separation Agreement or the Merger Agreement. W I T N E S S E T H: WHEREAS, the Company, acting through its direct and indirect Subsidiaries, currently conducts the Inpixon Retained Business and the Enterprise Apps Business; WHEREAS, the Board of Directors of the Company (the “Company Board”) has determined that it is appropriate, desirable and in the best interests of the Company and its stockholders to separate the Enterprise Apps Business from the Inpixon Retained Business, in the manner contemplated by the Separation and Distribution Agreement by and between the Company and SpinCo, Design Reactor, Inc., a California corporation and a wholly owned subsidiary of the Company (“Design Reactor”), and Parent, dated as of September 25, 2022 (the “Separation Agreement”) and the Ancillary Agreements; WHEREAS, following the Separation and pursuant to the Merger Agreement, Merger Sub shall merge with and into SpinCo and SpinCo will be the surviving corporation and a wholly owned Subsidiary of Parent; and WHEREAS, in connection with the transactions contemplated by the Separation Agreement and the Merger Agreement, the Parties have agreed to enter into this Agreement for the purpose of allocating assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs among them and to address certain other employment-related matters; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 General. As used in this Agreement, the following terms shall have the following meanings: (a) “401(k) Plan Transition Date” shall mean (i) December 31 of the calendar year in which the Distribution Time occurs, or (ii) such earlier date as mutually agreed by the Parties. (b) “Agreement” shall have the meaning set forth in the Preamble. 116/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 4/25 (c) “Auditing Party” shall have the meaning set forth in Section 7.8(a). (d) “Benefit Plan” shall mean an “employee benefit plan” (within the meaning of Section 3(3) of ERISA but regardless of whether such plan is subject to ERISA) and each compensation plan, program, agreement or arrangement, including each pension, retirement, profit sharing, 401(k), severance, health and welfare, disability, deferred compensation, employment, termination, change-in-control, retention, fringe benefit, stock purchase, cash bonus or equity-based incentive or other benefit plan, program, agreement, policy or other arrangement, in each case, that is or was maintained for the benefit of current and/or former directors, officers, consultants or employees. (e) “Census” shall mean a list of all Business Employees (as defined in the Merger Agreement) (including any Business Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized) and all Business Independent Contractors (as defined in the Merger Agreement) as of the date hereof, and sets forth for each such individual the following: (i) name or employee identification number; (ii) title or position (including whether full-time or part-time); (iii) place of work (city, state and country); (iv) hire or retention date; (v) current annual or hourly base compensation rate or contract fee and bonus opportunity; (vi) exempt or nonexempt status, or status as an independent contractor or consultant, as applicable; (vii) union representation (if any); (viii) with respect to Business Employees, active or leave status (and if on leave, type of leave and expected return date); (ix) employing or engaging entity; (x) visa or work authorization (if any); and (xi) with respect to Business Independent Contractors, whether engaged through a third-party entity or staffing agency, and the name of such entity or staffing agency, which shall be attached hereto as Schedule A, and as may be updated in accordance with Section 2.2(a). (f) “Code” means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision. (g) “Company” shall have the meaning set forth in the Preamble. (h) “Company 401(k) Plan” shall mean the Company’s Section 401(k) Savings/Retirement Plan. (i) “Company Benefit Plan” shall mean any Benefit Plan sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group that (i) is or has been maintained, sponsored, contributed to or entered into by any member of the Company Group for the benefit of any SpinCo Employee or SpinCo Independent Contractor or for which any member of the SpinCo Group could have any Liability and (ii) that is not a SpinCo Benefit Plan. (j) “Company Board” shall have the meaning set forth in the Recitals. (k) “Company Employee” shall mean each employee of the Company or any of its Subsidiaries or Affiliates who does not qualify as a Business Employee. 216/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 5/25 (l) “Company Equity Plans” shall mean the Company’s 2011 Employee Stock Incentive Plan, and the Company’s 2018 Employee Stock Incentive Plan, as amended from time to time. (m) “Company Group” shall mean (i) the Company, the Company Retained Business and each Person that is a direct or indirect Subsidiary of the Company as of immediately following the Distribution Time and (ii) each Business Entity that becomes a Subsidiary of the Company after the Distribution Time. (n) “Company Independent Contractor” shall mean each individual who is engaged as an independent contractor or consultant by the Company or any of its Subsidiaries or Affiliates who does not qualify as a Business Independent Contractor. (o) “Company Individual Agreement” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by the Company under which no more than one service provider is eligible to receive compensation and/or benefits. (p) “Company Option” shall mean an option to purchase shares of Company Common Stock granted pursuant to the Company Equity Plans. (q) “Company Service Provider” shall mean a Company Employee, a Company Independent Contractor or a member of the Company Board. (r) “Design Reactor” shall have the meaning set forth in the Recitals. (s) “Distribution Time” shall mean the effective time of the Distribution pursuant to the Separation Agreement. (t) “Effective Time” shall mean the “Effective Time” as defined in the Merger Agreement. (u) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. (v) “Former Company Service Provider” means (i) any individual (other than a Transferred SpinCo Service Provider) who, as of the Distribution Time, is a former employee or independent contractor of the Company or any of its Subsidiaries, or (ii) any individual who is a Company Employee or Company Independent Contractor as of the Distribution Time or thereafter who ceases to be an employee or independent contractor of the Company or any of its Subsidiaries following the Distribution Time. (w) “Former SpinCo Service Provider” shall mean any individual who is a Transferred SpinCo Service Provider as of the Distribution Time and thereafter ceases to be an employee or independent contractor of the SpinCo Group following the Distribution Time. (x) “Inactive Employees” means any Offer Employee who is on (a) short-term disability or medical leave, (b) long- term disability, (c) leave under the Family Medical Leave Act of 1993 or a similar state or local law, (d) military leave, or (e) any other leave of absence, including temporary leave for purposes of jury or military duty, maternity or paternity leave or approved personal leave. 316/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 6/25 (y) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of September 25, 2022, by and among the Company, SpinCo, Parent and Merger Sub. (z) “Non-parties” shall have the meaning set forth in Section 7.8(b). (aa) “Offer Employee” shall mean each SpinCo Employee identified on the Census as an “Offer Employee,” as such Census may be updated as permitted pursuant to Section 6.1(h) of the Merger Agreement. (bb) “Parent” shall have the meaning set forth in the Preamble. (cc) “Parent Common Stock” means Class A common stock, par value $0.0001 per share, of Parent, and Class B common stock, par value $0.0001 per share, of Parent. (dd) “Parent Equity Plan” shall have the meaning set forth in Section 4.2. (ee) “Party” and “Parties” shall have the meanings set forth in the Preamble. (ff) “Plan Transition Date” shall mean the date that is the earlier to occur of (i) January 1, 2023 or (ii) such earlier or later date as agreed among the Parties. (gg) “SpinCo” shall have the meaning set forth in the Preamble. (hh) “SpinCo 401(k) Plan” shall have the meaning set forth in Section 3.3(b). (ii) “SpinCo Benefit Plan” shall mean any Benefit Plan sponsored, maintained or contributed to exclusively by any member of the SpinCo Group. (jj) “SpinCo Employee” shall mean each Business Employee who is not an Acquired Company Employee. (kk) “SpinCo Group” shall mean SpinCo, Design Reactor and each Person that is a direct or indirect Subsidiary of SpinCo as of the Distribution Time (but after giving effect to the Internal Reorganization), including the Transferred Entities (as defined in the Separation Agreement), and, following the Effective Time, Parent and each Person that becomes a Subsidiary of Parent or SpinCo thereafter, provided, however, that for the avoidance of doubt, no member of the Company Group shall be treated as a member of the SpinCo Group. (ll) “SpinCo Independent Contractor” shall mean each Business Independent Contractor and each independent contractor currently engaged by the SpinCo Group. (mm) “SpinCo Service Provider” shall mean a Business Employee, a SpinCo Independent Contractor or a member of the board of directors of SpinCo, in each case, as of immediately prior to the Distribution Time. (nn) “Separation Agreement” shall have the meaning set forth in the Recitals. 416/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 7/25 (oo) “Transferred Employees” shall have the meaning set forth in Section 2.2(b). (pp) “Transferred Independent Contractors” shall have the meaning set forth in Section 2.2(c). (qq) “Transferred SpinCo Service Providers” shall mean the Transferred Employees, the Transferred Independent Contractors and any other SpinCo Service Providers employed or engaged by the SpinCo Group as of the Distribution Time. 1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to the “Company” shall also be deemed to refer to the applicable member of the Company Group, references to “SpinCo” shall also be deemed to refer to the applicable member of the SpinCo Group (including, with respect to periods of time following the Effective Time, Parent), and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by the Company or SpinCo shall be deemed to require the Company, SpinCo or Parent, as the case may be, to cause the applicable members of the Company Group or the SpinCo Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof. ARTICLE II GENERAL PRINCIPLES 2.1 Nature of Liabilities. All Liabilities assumed or retained by a member of the Company Group under this Agreement shall be “Inpixon Retained Liabilities” for purposes of the Separation Agreement. All Liabilities assumed or retained by a member of the SpinCo Group under this Agreement shall be “Enterprise Apps Liabilities” for purposes of the Separation Agreement. 2.2 Transfers of Employees and Independent Contractors Generally. (a) The Company and SpinCo shall mutually update the Census from time to time following the date hereof and, in any event, no later than thirty (30) Business Days (as defined in the Merger Agreement) prior to the Distribution Time, to reflect new hire/engagements, terminations or other personnel changes occurring between the date hereof and the date of such update, as permitted pursuant to Section 6.1(h) of the Merger Agreement, and any such updates shall be provided to the Parent. Seven (7) Business Days prior to the Distribution Time, the Company and SpinCo shall provide Parent with a final updated Census reflecting new hires/engagements, terminations or other personnel changes occurring between the date the last update was provided and the Distribution Time, as permitted pursuant to Section 6.1(h) of the Merger Agreement. 516/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 8/25 (b) The Company and SpinCo will cooperate to cause each of the SpinCo Employees (other than each SpinCo Employee who is an Offer Employee) to be employed by a member of the SpinCo Group prior to the Distribution Time. The Company shall cooperate in good faith with Parent and its Affiliates to (i) make each Offer Employee reasonably accessible to Parent and its Affiliates to assist in efforts to secure offers of employment with each such Offer Employee and (ii) encourage (without the payment of additional compensation, benefits or other monetary or non-monetary incentives) each Offer Employee to accept an offer of employment with Parent or one of its Affiliates (including, following the Effective Time, SpinCo and the other members of the SpinCo Group). Parent or one of its Affiliates (including, following the Effective Time, SpinCo and the other members of the SpinCo Group) shall offer employment to the Offer Employees upon such terms and conditions of employment as set forth in Section 2.4, commencing at midnight local time on the Closing Date; provided that any Offer Employee who is an Inactive Employee immediately prior to the Closing shall receive an offer of employment in accordance with, and subject to the terms of, this Section 2.2(b) below. The Company shall terminate the employment of all Offer Employees (other than the Inactive Employees) effective as of or immediately prior to the Closing and shall comply with, and hold Parent and its Affiliates harmless from, all legal or contractual requirements arising in connection with or as a result of such terminations of employment. The applicable date on which the each applicable Offer Employee commences employment with Parent or one of its Affiliates, either on or following the Closing Date as set forth in this Section 2.2(b), shall be the “Transfer Date” of such Offer Employee. As of the Distribution Time or, with respect to the Offer Employees, as of the applicable Transfer Date, the Company shall ensure that each SpinCo Employee is released from any post-termination or employment restrictions that would prohibit or restrict such SpinCo Employee from performing their duties for the SpinCo Group following the Distribution Time. All SpinCo Employees (other than the Offer Employees) and Acquired Company Employees who are employed by the SpinCo Group as of the Distribution Time shall continue to be employees of the SpinCo Group immediately after the Distribution Time. All SpinCo Employees (other than the Offer Employees) and Acquired Company Employees who are employed by the SpinCo Group as of the Distribution Time and all Offer Employees who commence employment with Parent or one of its Affiliate’s pursuant to Parent’s or its Affiliate’s offer of employment on the Closing Date (or, with respect to Inactive Employees, such later date contemplated by this Section 2.2(b)) are referred to herein, collectively, as the “Transferred Employees”. Notwithstanding the foregoing, with respect to any Inactive Employee, Parent’s or its Affiliate’s offer of employment shall be contingent on such Inactive Employee’s return to active status within six (6) months following the Closing Date (or such longer period as required by applicable Law). The Company and its Affiliates shall continue to employ and shall remain responsible for any liabilities and obligations related to any Inactive Employee unless and until such individual becomes a Transferred Employee. (c) The Company and SpinCo will cooperate to cause the engagement of each Business Independent Contractor set forth on Schedule B hereto to be transferred to a member of the SpinCo Group prior to the Distribution Time. As of the Closing, the Company shall ensure that each Business Independent Contractor is released from any engagement with the Company and its Subsidiaries (other than the SpinCo Group), including any restrictions or obligations that would prohibit or restrict such Person from performing such Person’s work for the SpinCo Group following the Distribution Time. All SpinCo Independent Contractors who are engaged by the SpinCo Group as of the Distribution Time shall continue to be engaged by the SpinCo Group immediately after the Distribution Time and are referred to herein as the “Transferred Independent Contractors”. 616/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 9/25 (d) The Company Group and SpinCo Group agree to execute, and to seek to have the applicable SpinCo Service Providers execute, such documentation, if any, as may be necessary to reflect the transfers or assignments, as applicable, described in this Section 2.2. 2.3 Assumption and Retention of Liabilities Generally. (a) Except as otherwise provided by this Agreement, on or prior to the Distribution Time, but in any case prior to the Distribution, or, with respect to each Offer Employee, on the applicable Transfer Date, SpinCo and the applicable members of the SpinCo Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an Enterprise Apps Liability), regardless of when or where such Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Distribution Time or, with respect to each Offer Employee, on the applicable Transfer Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by the Company’s or SpinCo’s respective directors, officers, employees, former employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of applicable Law, fraud or misrepresentation by any member of the Company Group or the SpinCo Group, or any of their respective directors, officers, employees, former employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any Transferred SpinCo Service Providers after the Distribution Time, without regard to when such wages, salaries or other employee compensation or benefits are or may have been awarded or earned, provided that in no event shall SpinCo or SpinCo Group be liable for any equity or equity-related award that was granted to, accrued for, earned by or payable to a Transferred SpinCo Service Provider with respect to any period on or prior to the Distribution Time or any transaction bonus or other incentive compensation amounts that may be granted to accrued for, earned by or payable to a Transferred SpinCo Service Provider as a result of the consummation of the transactions contemplated by the Merger Agreement; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to Transferred SpinCo Service Providers that were originally the Liabilities of the corresponding Company Benefit Plan with respect to periods prior to the Distribution Time; and (iii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement. 716/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 10/25 (b) Except as otherwise provided by this Agreement, on or prior to the Distribution Time, but in any case prior to the Distribution, the Company and certain members of the Company Group designated by the Company shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Inpixon Retained Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by the Company’s or SpinCo’s respective directors, officers, employees, former employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of applicable Law, fraud or misrepresentation by any member of the Company Group or the SpinCo Group, or any of their respective directors, officers, employees, former employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any Company Employees, Company Independent Contractors, Former Company Service Providers, and any SpinCo Service Providers who do not become Transferred SpinCo Service Providers, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a Company Benefit Plan, taking into account a corresponding SpinCo Benefit Plan’s assumption of Liabilities with respect to Transferred Employees that were originally the Liabilities of such Company Benefit Plan with respect to periods prior to the Distribution Time; provided that, the Company and the Company Group shall be liable for all equity or equity-related awards, that were granted to, accrued for, earned by or payable to a Transferred SpinCo Service Provider with respect to any period on or prior to the Distribution Time and any transaction bonus or other incentive compensation amounts that may be granted to accrued for, earned by or payable to a Transferred SpinCo Service Provider as a result of the consummation of the transactions contemplated by the Merger Agreement (“Transaction Bonuses”); (iii) any and all Liabilities with respect to any Company Employees, Company Independent Contractors, Former Company Service Providers, and any SpinCo Service Providers who do not become Transferred SpinCo Service Providers; and (iv) any and all Liabilities expressly assumed or retained by any member of the Company Group pursuant to this Agreement. (c) To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement. 816/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 11/25 (d) The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Parties or any of its Affiliates. (e) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, SpinCo shall, or shall cause one or more members of the SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all Liabilities that have been accepted, assumed or retained under this Agreement. 2.4 Treatment of Compensation and Benefit Plans; Terms of Employment. Except as otherwise (i) required by applicable Law, or (ii) expressly provided for in this Agreement, for a period of twelve (12) months following the Distribution Time (or if shorter, during the period of employment), SpinCo shall, or shall cause a member of the SpinCo Group to provide or cause to be provided to each SpinCo Employee (A) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such SpinCo Employee immediately prior to the Distribution Time, (B) subject to Section 5.1, a cash incentive or sales commission opportunity no less favorable than the cash incentive or sales commission opportunity in effect for such SpinCo Employee, if any, immediately prior to the Distribution Time, (C) health, welfare and retirement benefits that are substantially similar in the aggregate to those provided to such SpinCo Employee immediately prior to the Distribution Time, and (D) severance benefits (including severance payments, transition payments and continued health coverage but excluding any equity or equity-related payments or benefits) that are substantially similar to those provided to such SpinCo Employee immediately prior to the Distribution Time. 2.5 Participation in Company Benefit Plans. Except as otherwise provided pursuant to this Agreement or as required by Applicable Law, effective no later than the Plan Transition Date, (i) SpinCo and each member of the SpinCo Group, to the extent applicable, shall cease to be a participating company in any Company Benefit Plan and (ii) each then active SpinCo Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Company Benefit Plan (except to the extent of previously accrued obligations that remain a Liability of any member of the Company Group pursuant to this Agreement). 2.6 Service Recognition. (a) From and after the Distribution Time, and in addition to any applicable obligations under applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits (other than with respect to any equity or equity-related compensation, defined benefit pension benefits or post-termination health or welfare benefits) under any SpinCo Benefit Plan for such SpinCo Employee’s prior service with any member of the Company Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Benefit Plan; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits. 916/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 12/25 (b) Except to the extent prohibited by applicable Law, effective as of the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit plan: (i) SpinCo shall use commercially reasonable efforts to waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Plan, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year. 2.7 Assignment of Restrictive Covenants. The Company hereby assigns to the SpinCo Group, as of the Distribution Time, the rights of the Company Group under any nondisclosure, noncompetition, non-solicitation, no-hire, non-disparagement, intellectual property assignment or similar agreement between the Company or its Subsidiaries (other than any member of the SpinCo Group), on the one hand, and any Transferred Service Provider, on the other hand, to the extent that such agreement relates to the Enterprise Apps Business. 2.8 WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local law or legal requirement addressing mass employment separations. 2.9 Communication. Any written or oral communications proposed to be delivered to Business Employees regarding such Business Employees’ level of (or rights with respect to) continued employment or benefits or compensation at or after the Distribution Time, in connection with such Business Employees’ rights and obligations contained in this Agreement (if any), or otherwise respecting any changes or potential changes in employee benefit plans, practices or procedures that may or will occur in connection with or following the transactions contemplated by the Merger Agreement shall be subject to the review and prior consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). 2.10 No Termination; No Change in Control. No Company Employee or SpinCo Employee shall be deemed to (a) terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement, the Merger Agreement, or any Ancillary Agreement, or (b) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Plan, the Company Equity Plans, any Company Individual Agreement or any other compensatory agreement or arrangement maintained by the Company or SpinCo or otherwise, in connection with any of the foregoing. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement, the Merger Agreement, or this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable, within the meaning of any Benefit Plan, the Company Equity Plans, any Company Individual Agreement or any other compensatory agreement or arrangement maintained by the Company or SpinCo. 1016/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 13/25 ARTICLE III CERTAIN BENEFIT PLAN PROVISIONS 3.1 Health and Welfare Benefit Plans. (a)(i) Effective as of the Plan Transition Date, the Company shall or shall cause a member of the Company Group to cause the participation of each then-active SpinCo Employee who is a participant in a Company Benefit Plan to cease; provided, however, that in no event shall the foregoing require the termination or cessation of any Benefit Plan of any Transferred Entities to the extent that such Transferred Entity may retain such Benefit Plans in effect for the benefit of SpinCo Employees and (ii) SpinCo shall or shall cause a member of the SpinCo Group to (A) have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit Plans providing health and welfare benefits for the benefit of each such SpinCo Employee with terms that are substantially similar in the aggregate to those provided to the applicable SpinCo Employee under the Company Benefit Plans immediately prior to the date on which such SpinCo Benefit Plans become effective; and (B) effective on and after the Plan Transition Date, fully perform, pay and discharge all claims of SpinCo Employees or Former SpinCo Service Providers, for claims incurred under such SpinCo Benefit Plans and pay or reimburse the Company for any claims incurred under any Company Benefit Plan that is a health or welfare plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. (a) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the applicable member of the SpinCo Group shall reimburse the Company or the applicable Company Benefit Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs related to SpinCo Employees or Former SpinCo Service Providers solely with respect to any period prior to the Plan Transition Date paid by a Company Benefit Plan (whether prior to or after the Distribution Time) and not charged back to the appropriate and applicable member of the SpinCo Group prior to the Plan Transition Date. (b) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Employees will continue to be considered to be “participants” in any Company Benefit Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any grace period and/or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Plans), provided that such SpinCo Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Company Benefit Plans beyond the Plan Transition Date; and will cease to be participants in such Company Benefit Plans upon the expiration of any grace period and/or claims run-out period. 1116/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 14/25 3.2 Disability. (a) To the extent any Transferred Employee is, as of the Plan Transition Date, receiving payments as part of any short- term disability program that is part of a Company Benefit Plan, such Transferred Employee’s rights to continued short-term disability benefits (a) will end under any Company Benefit Plan as of the Plan Transition Date; and (b) all remaining rights will be recognized under a SpinCo Benefit Plan as of the Plan Transition Date, and the remainder (if any) of such Transferred Employee’s short-term disability benefits will be paid by a SpinCo Benefit Plan. In the event that any Transferred Employee described above shall have any dispute with the short-term disability benefits they are receiving under a SpinCo Benefit Plan, any and all appeal rights of such employees shall be realized through the SpinCo Benefit Plan (and any appeal rights such Transferred Employee may have under any Company Benefit Plan will be limited to benefits received and time periods occurring prior to the Plan Transition Date). Any Transferred Employee or Former SpinCo Service Provider who is receiving short-term disability benefits under a Company Benefit Plan as of the Plan Transition Date and thereafter becomes entitled to long-term disability benefits upon the expiration of such short-term disability period (whether under a Company Benefit Plan or SpinCo Benefit Plan), shall be provided long-term disability benefits under the long-term disability plan which is a Company Benefit Plan. (b) For any Business Employee who is, as of the Distribution Time, receiving payments as part of any long-term disability program that is part of a Company Benefit Plan, and has been receiving payments from such plan for twelve (12) months or fewer before the Distribution Time, to the extent such Business Employee may have any “return to work” rights under the terms of such Company Benefit Plan, such Business Employee’s eligibility for re-employment shall be with SpinCo or a member of the SpinCo Group, subject to availability of a suitable position (with such availability to be determined in the sole discretion by SpinCo or the applicable member of the SpinCo Group), provided however that, notwithstanding the foregoing, no Business Employee described in this subsection will be eligible for re-employment as described in this subsection after the six (6) month anniversary of the Distribution Time (or such longer period as required by applicable Law). 3.3 401(k) Plans. (a) From the Distribution Time and continuing until the 401(k) Plan Transition Date, SpinCo shall be an “adopting employer” (as defined in the Company 401(k) Plan) and the Company 401(k) Plan shall provide for the SpinCo Group to continue to participate in the Company 401(k) Plan for the benefit of SpinCo Employees, and the Company consents to such adoption and maintenance, in accordance with the terms of the Company 401(k) Plan. (b) Effective no later than the 401(k) Plan Transition Date, (i) SpinCo shall establish a defined contribution savings plan and related trust that satisfies the requirements of Sections 401(a) and 401(k) of the Code in which each SpinCo Employee who participated in the Company 401(k) Plan immediately prior thereto shall be immediately eligible to participate (the “SpinCo 401(k) Plan”), with terms that are substantially similar to those provided to such SpinCo Employees by the Company 401(k) Plan immediately prior to the date on which such SpinCo 401(k) Plan become effective, (ii) the Company shall or shall cause a member of the Company Group to cause the active participation of each SpinCo Employee who is a participant in the Company 401(k) Plan to cease as of the date on which the SpinCo 401(k) Plan becomes effective, and (iii) as soon as practicable after the SpinCo 401(k) Plan becomes effective, subject to the consent of the SpinCo 401(k) Plan administrator and reasonable proof of qualification of the Company 401(k) Plan, the Company shall cause the accounts (including any outstanding participant loan balances) in the Company 401(k) Plan attributable to SpinCo Employees and all of the assets in the Company 401(k) Plan related thereto to be transferred to the SpinCo 401(k) Plan pursuant to a trustee-to-trustee transfer that meets the requirements of Section 414(l) of the Code. 1216/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 15/25 (c)The Company shall retain all accounts and all assets and Liabilities relating to the Company 401(k) Plan in respect of each Former SpinCo Service Provider whose employment terminated prior to the 401(k) Plan Transition Date. 3.4 Chargeback of Certain Costs. Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, nothing contained in this Agreement shall limit the Company’s ability to charge back any Liabilities that it incurs in respect of any SpinCo Service Provider under a Company Benefit Plan which is a retirement plan or health or welfare benefit plan to any of its operating companies in the ordinary course of business consistent with its past practices. Subject, and in addition, to the foregoing, the Company shall allocate and charge back to SpinCo or a member of the SpinCo Group (without duplication) its proportionate share of Liabilities (other than those arising from the Company’s or its agent’s gross misconduct or negligence) that the Company incurs by reason of the continued participation of SpinCo Employees, SpinCo Independent Contractors and Former SpinCo Service Providers in such Company Benefit Plans following the Distribution Time (which Liabilities shall, for the avoidance of doubt, be subject to reimbursement under Section 2.3(d) of this Agreement). ARTICLE IV EQUITY INCENTIVE AWARDS 4.1 Company Equity Plans; Company Equity Awards. Notwithstanding anything to the contrary herein, the Company shall retain all liabilities related to stock options and other equity or equity-related awards of the Company granted to any SpinCo Service Provider or Company Service Provider under the Company Equity Plans or otherwise, which shall at all times constitute an Inpixon Retained Liability. 4.2 Parent Equity Plan. Prior to the Effective Time, Parent shall approve and adopt, subject to receipt of Acquiror Stockholder Approval, an incentive equity plan (the “Parent Equity Plan”); in form and substance reasonably acceptable to the Company and SpinCo in consultation with Parent, and effective as of the Effective Time. The Parent Equity Plan will provide for the grant of awards of Parent Common Stock with a reserve of shares equal to 35% of the total pool of shares available for issuance under the Parent Equity Plan within six (6) months after the Effective Time for the purpose of granting such awards to Transferred SpinCo Service Providers (in such individual amounts and with such vesting schedules as determined by the Compensation Committee of the Board of Directors of Parent). ARTICLE V ADDITIONAL MATTERS 5.1 Cash Incentive Programs. SpinCo shall assume all Liabilities with respect to all cash incentive compensation, commissions or similar cash payments earned by or payable to SpinCo Employees in the year in which the Distribution Time occurs and thereafter. The Company shall retain all Liabilities with respect to any cash incentive compensation, commissions or similar cash payments earned by or payable to Company Employees for the year in which the Distribution Time occurs and thereafter and any Transaction Bonuses. 1316/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 16/25 5.2 Severance. SpinCo shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination or alleged termination of any Transferred Employee’s employment that occurs after the Distribution Time, including as a result of, in connection with or following the consummation of the transactions contemplated by the Separation Agreement or Merger Agreement, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing benefits, under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation, and taxes). 5.3 Time-Off Benefits. Unless otherwise required under applicable Law (or as would result in duplication of benefits), SpinCo shall (i) credit each SpinCo Employee who becomes a Transferred Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such SpinCo Employee had with the Company Group as of immediately before the date on which the employment of the SpinCo Employee transfers to SpinCo and (ii) permit each such SpinCo Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in accordance with the terms and conditions of Parent’s applicable policies. All such Liabilities shall be included in the definition of “Enterprise Apps Liabilities”. 5.4 Workers’ Compensation Liabilities. Effective no later than the Distribution Time, SpinCo shall assume all Liabilities for Transferred SpinCo Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred (including claims incurred prior to the Distribution Time but not reported until after the Distribution Time), and SpinCo shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. Notwithstanding the foregoing, if SpinCo is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law, the Company shall retain such Liabilities and SpinCo shall reimburse and otherwise fully indemnify the Company for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen. 5.5 COBRA Compliance. The Company shall retain responsibility for compliance with the health care continuation requirements of COBRA with respect to SpinCo Employees or Former SpinCo Service Providers who, on or prior to the Plan Transition Date, were covered under a Company Benefit Plan and who had incurred a COBRA qualifying event and were eligible to elect COBRA under a Company Benefit Plan on or prior to the Plan Transition Date. SpinCo shall be responsible for administering compliance with the health care continuation requirements of COBRA, and the corresponding provisions of the SpinCo Benefit Plans with respect to SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after the Plan Transition Date. 5.6 Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code. 1416/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 17/25 5.7 Payroll Taxes and Reporting. The Parties shall, to the extent practicable, (i) treat SpinCo or a member of the SpinCo Group as a “successor employer” and the Company (or the appropriate member of the Company Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to SpinCo Employees for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent reasonably practicable, the filing of more than one IRS Form W-2 with respect to each SpinCo Employee for the calendar year in which the Distribution Time occurs. 5.8 Regulatory Filings. Subject to applicable Law and the Tax Matters Agreement, the Company shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Distribution Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which the Company shall provide data and information (to the extent permitted by applicable Laws) to SpinCo, which shall be responsible for making such filings in respect of SpinCo Employees. 5.9 Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if applicable Law requires that any assets or Liabilities be retained by the Company Group or transferred to or assumed by the SpinCo Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such applicable Law and shall not be made as otherwise set forth in this Agreement and the Parties shall reasonably cooperate to adjust for any related economic consequences. ARTICLE VI OBLIGATIONS OF PARENT AND MERGER SUB 6.1 Obligations of Parent. Following the Effective Time, Parent agrees to cause, and to take all actions to enable, SpinCo and the members of the SpinCo Group to adhere to each provision of this Agreement which requires an act on the part of SpinCo or any member of the SpinCo Group or any of its or their Affiliates, and to cause or enable SpinCo and the SpinCo Group to comply with their obligations to provide or establish compensation or benefits to SpinCo Service Providers in accordance with this Agreement pursuant to a Benefit Plan sponsored or maintained by Parent or any of its Subsidiaries. ARTICLE VII GENERAL AND ADMINISTRATIVE 7.1 Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Company Benefit Plan or SpinCo Benefit Plan or to prohibit any member of the Company Group or SpinCo Group, as the case may be, from amending, modifying or terminating any Company Benefit Plan or SpinCo Benefit Plan at any time within its sole discretion. 7.2 Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of the Company, SpinCo or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave. 1516/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 18/25 7.3 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use their reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner. 7.4 Access to Employees. On and after the Distribution Time, the Parties shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action among the Parties) to which any employee or director of the Company Group or the SpinCo Group or any Company Benefit Plan or SpinCo Benefit Plan is a party and which relates to a Company Benefit Plan or SpinCo Benefit Plan. The Party to whom an employee is made available in accordance with this Section 7.4 shall pay or reimburse the other Parties for all reasonable expenses which are incurred by such other Party in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith. 7.5 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement or any agreement between SpinCo and the provider of its applicable Benefit Plan, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to SpinCo Employees under Company Benefit Plan shall be transferred to and be in full force and effect under the corresponding SpinCo Benefit Plan until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant SpinCo Employee. 7.6 No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any SpinCo Employee or other current or former employee, officer, director or contractor of the Company Group or SpinCo Group, other than the Parties and their respective successors and assigns. 7.7 Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to SpinCo Employees, Former SpinCo Service Providers and employees and other service providers of the Company, as applicable, including with respect to the provision of employee level information necessary for the other Parties to manage, administer, finance and file required reports with respect to such administration. 1616/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 19/25 7.8 Audit Rights With Respect to Information Provided. (a) Each Party, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty (30) Business Days after receiving such draft. (b) The Auditing Party’s audit rights under this Section 7.8 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Parties to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “Non- parties”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit. 7.9 Cooperation. Each of the Parties hereto will use its commercially reasonable efforts to share information and promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement. ARTICLE VIII MISCELLANEOUS 8.1 Entire Agreement. This Agreement, the Separation Agreement, the Merger Agreement, and the Ancillary Agreements, including the Exhibits and Schedules thereto, shall constitute the entire agreement among the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. 8.2 Counterparts. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page. 8.3 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Time and Effective Time and remain in full force and effect in accordance with their applicable terms. 1716/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 20/25 8.4 Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the national mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other internationally recognized overnight delivery service or (d) when delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows: To the Company: Inpixon 2479 E. Bayshore Road, Suite 195 Palo Alto, California 94303 Attention: Nadir Ali, Chief Executive Officer Email: [email protected] With a copy (which shall not constitute notice) to: Mitchell Silberberg & Knupp LLP 437 Madison Ave., 25th Floor New York, New York 10022 Attention:Blake J. Baron Email: [email protected] To SpinCo: CXApp Holding Corp. 2479 E. Bayshore Road, Suite 195 Palo Alto, California 94303 Attention:Nadir Ali, Chief Executive Officer Email: [email protected] With a copy (which shall not constitute notice) to: Mitchell Silberberg & Knupp LLP 437 Madison Ave., 25th Floor New York, New York 10022 Attention:Blake J. Baron Email: [email protected] To Parent or Merger Sub: KINS Technology Group Inc. Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, California 94306 Attention:Khurram Sheikh, Chief Executive Officer Email: [email protected] 1816/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 21/25 With a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 Attention: Michael Mies Email: [email protected] or to such other address or addresses as the Parties may from time to time designate in writing by like notice. 8.5 Consents. Any consent required or permitted to be given by any Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). 8.6 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, and subject to any restrictions on assignment by SpinCo pursuant to Article IV of the Tax Matters Agreement, this Agreement shall be assignable to (i) with respect to the Company, an Affiliate of the Company, and with respect to SpinCo, and Affiliate of SpinCo, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Parties to this Agreement; provided however that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 8.6 shall release the assigning Party from liability for the full performance of its obligations under this Agreement. 8.7 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns. 8.8 Termination and Amendment. This Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed by the Parties in the same manner (but not necessarily by the same Persons) as this Agreement, and which makes reference to this Agreement. This Agreement shall terminate automatically without any further action of the Parties upon a termination of the Merger Agreement, and no Party will have any further obligations to the other Parties hereunder. 8.9 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Distribution Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party. 8.10 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 1916/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 22/25 8.11 Governing Law. Except to the extent that federal law applies, this Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each of the Parties agrees that any Action related to this agreement shall be brought exclusively in the Chosen Courts. By executing and delivering this Agreement, each of the Parties irrevocably: (a) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any Action relating to this Agreement; (b) waives any objections which such party may now or hereafter have to the laying of venue of any such Action contemplated by this Section 8.11 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (c) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (d) agrees that it will not bring any Action contemplated by this Section 8.11 in any court other than the Chosen Courts; (e) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 8.4 or in any other manner permitted by Law; and (f) agrees that service as provided in the preceding clause (e) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the parties hereto agrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment. 8.12 WAIVER OF JURY TRIAL. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO) OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 8.12. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8.12 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 2016/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 23/25 8.13 Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties. 8.14 Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. 8.15 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances. 8.16 No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 8.17 No Admission of Liability. The allocation of Assets and Liabilities herein is solely for the purpose of allocating such Assets and Liabilities among the Parties and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of any Party. [Signature Page Follows] 2116/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 24/25 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. INPIXON By:/s/ Nadir Ali Name:Nadir Ali Title:CEO CXAPP HOLDING CORP. By:/s/ Nadir Ali Name:Nadir Ali Title:Chief Executive Officer KINS TECHNOLOGY GROUP INC. By:/s/ Khurram Sheikh Name:Khurram P. Sheikh Title:Chief Executive Officer KINS MERGER SUB INC. By:/s/ Khurram Sheikh Name:Khurram P. Sheikh Title:Director 22 16/04/2025, 06:38 mcc.law.stanford.edu/capi/ﬁle/1031780 https://mcc.law.stanford.edu/capi/ﬁle/1031780 25/25" }, { "role": "assistant", "content": "{\"clause_text\": \"The Company offers COBRA continuation health coverage after termination.\", \"clause_type\": \"Health Benefits\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Aligns with standard post-termination benefits under employer insurance provisions\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.15 2 ex10-15.htm Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into this 30th day of December, 2022, with an effective date of January 1, 2023 (the “Effective Date”) by and between LadRx Corporation, a Delaware corporation (the “Company”), and Stephen Snowdy (the “Executive”). WHEREAS, the Company desires to continue to employ the Executive, and the Executive is willing to continue to be employed by the Company, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows. 1. Employment. Effective as of the Effective Date, the Company shall continue to employ the Executive, and the Executive shall serve, as the Company’s Chief Executive Officer on the terms set forth herein. 2. Duties; Place of Employment. The Executive shall perform in a professional and business-like manner, and to the best of his ability, the duties as are customarily performed and exercised by a Chief Executive Officer of a public company and such other duties as are reasonably assigned to him from time to time by the Company’s Chair of the Board of Directors of the Company (the “Board”). The Executive’s services hereunder shall be rendered on a virtual basis, except for travel when and as required in the performance of the Executive’s duties hereunder. 3. Time and Efforts. The Executive shall devote all of his business time, efforts, attention and energies to the Company’s business and to discharge his duties hereunder. 4. Term. The term (the “Term”) of the Executive’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2025 unless sooner terminated in accordance with Section 6. Neither the Company nor the Executive shall have any obligation to extend or renew this Agreement. In the event that the Executive’s employment has not theretofore been terminated and the Company has not offered to extend or renew the Executive’s employment under this Agreement, upon expiration of the Term (and termination of the Executive’s employment) on December 31, 2025, in lieu of any other severance benefits provided by Section 6, the Company shall continue to pay the Executive his salary in accordance with the Company’s normal payroll practices as provided for in Section 5.1 during the period commencing on the final date of the Term and ending on (a) June 30, 2026, or (b) the date of the Executive’s re-employment with another employer, whichever is earlier; provided that, as a condition to the Company’s obligations under this sentence, the Executive shall have executed and delivered to the Company a General Release of All Claims in the form attached hereto as Exhibit A (the “Release”). Snowdy, S Employment Agreement – 202316/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 1/12 5. Compensation. As the total consideration for the Executive’s services rendered hereunder, the Company shall pay or provide the Executive the following compensation and benefits: 5.1. Base Salary. The Executive shall be entitled to receive an annual salary of $520,000, less applicable payroll deductions and tax withholdings and payable in accordance with the Company’s normal payroll policies and procedures (the “Base Salary”). 5.2. Target Bonus. The Executive also shall be eligible for an annual target performance-based bonus for the Executive’s services equal to 50% of the Base Salary during the Term, less applicable payroll deductions and tax withholdings (the “Target Bonus”). Target Bonuses do not constitute a promise of payment and the Executive’s actual bonus, if any, will depend in part on the Company’s performance and the Compensation Committee’s discretion in assessing the Executive’s individual performance in relation to his objectives as determined by the Board and the overall performance and status of the Company. Any Target Bonus payable to the Executive shall be paid with respect to a performance period consistent with the Company’s standard timing for paying such bonuses and in any event no later than February 28th of the calendar year following the calendar year to which the Target Bonus relates. 5.3. Expense Reimbursement. The Company shall reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with the performance of the Executive’s duties in accordance with the Company’s usual practices and policies in effect from time to time. 5.4. Vacation. The Executive shall continue to accrue vacation days without loss of compensation in accordance with the Company’s usual policies applicable to all executives at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.5. Benefits. The Executive shall be eligible to participate in all employee benefit plans and programs, fringe benefits and perquisites as in effect generally with respect to other senior officers of the Company. 5.6. Payroll Taxes. The Company shall have the right to deduct from the compensation and benefits due to the Executive hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of the Executive. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for “Cause” upon notice to the Executive. “Cause” for this purpose shall mean any of the following: Snowdy, S Employment Agreement – 2023 216/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 2/12 (a) The Executive’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall not constitute such Cause unless the Executive shall have previously received written notice from the Company stating the nature of such breach and affording the Executive at least ten days to correct such breach; (b) The Executive’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude; (c) The Executive’s act of fraud or dishonesty injurious to the Company or its reputation; (d) The Executive’s continual failure or refusal to perform his material duties as required under this Agreement after written notice from the Company stating the nature of such failure or refusal and affording the Executive at least ten days to correct the same; (e) The Executive’s act or omission that, in the reasonable determination of the Company’s Board of Directors (or a Committee of the Board), indicates alcohol or drug abuse by the Executive; or (f) The Executive’s act or personal conduct that, in the judgment of the Company’s Board of Directors (or a Committee of the Board), gives rise to a material risk of liability of the Executive or the Company under federal or applicable state law for discrimination, or sexual or other forms of harassment, or other similar liabilities to subordinate employees. Upon termination of the Executive’s employment by the Company for Cause, all compensation and benefits to the Executive hereunder shall cease and the Executive shall be entitled only to payment upon the effective date of termination of any accrued but unpaid Base Salary and unused vacation as provided in Sections 5.1 and 5.4 as of the date of such termination and any unpaid Target Bonus that may have been awarded the Executive as provided in Section 5.2 prior to such date. Snowdy, S Employment Agreement – 2023 316/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 3/12 6.2. Termination by the Company without Cause or by the Executive for Good Reason. The Company may also terminate the Executive’s employment without Cause upon ten days’ notice to the Executive and the Executive may also terminate the Executive’s employment for Good Reason (as defined below) upon ten days’ written notice to the Company. Upon termination of the Executive’s employment by the Company without Cause or the Executive’s termination of the Executive’s employment for Good Reason, all compensation and benefits to the Executive hereunder shall cease and the Executive shall be entitled to, subject to Section 20, (1) any accrued but unpaid Base Salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid Target Bonus that may have been awarded to the Executive under Section 5.2 prior to such date, which shall be due and payable in accordance with the Company’s normal payroll policies and procedures or as otherwise required by California law, (3) all of the Executive’s vested stock options and other equity awards as of the date of termination of the Executive’s employment shall remain exercisable for their full term, subject to the terms of the applicable award agreements, (4) retain and have full ownership of all electronic devices provided to the Executive (including, without limitation, a computer, telephone, tablet and printer), provided that all the Company confidential information shall be deleted by the Company from such devices before releasing them to the Executive, (5) a lump sum amount, which shall be due and payable within ten days following the effective date of the Release (as defined above), equal to twelve months of the Executive’s Base Salary as provided in Section 5.1 and an amount equal to the prorated portion of the Target Bonus provided in Section 5.2 for the year in which the termination occurred based on the number of days the Executive was employed, provided, that if such termination occurs within six months prior to or within twelve months following a Change of Control (as hereinafter defined), then the amount described in this clause (5) shall be equal to eighteen months of the Executive’s Base Salary as provided in Section 5.1, and the full Target Bonus amount as provided in Section 5.2, and (6) reimbursement of the Executive and his dependents for a period of twelve months following such termination (eighteen months if such termination occurs within six months prior to or within twelve months following a Change of Control) of all the premiums associated with Executive’s continuation of health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), as applicable, provided, that the Executive timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s usual reimbursement practices and policies in effect from time to time. The Executive’s right to the compensation and benefits provided for in clauses (5) and (6) of this Section shall be conditioned upon the Executive having executed and delivered to the Company the Release, provided that the compensation and benefits shall be paid or commence, as applicable, after the time period for the Executive to execute, return and revoke the Release has expired (and if such time period begins in one taxable year and ends in a second taxable year, no payment shall be made until the first payroll period in the second taxable year). For purposes of this Section 6.2: (a) “Change of Control” shall mean a “change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation,” as applied to the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treas. Reg. §1.409A-3(i)(5). (b) “Good Reason” shall mean any material breach by the Company of the terms hereof that is not corrected by the Company within five days after written notice by the Executive to the Company, including, without limitation, (i) the assignment to the Executive of any duties inconsistent in any respect with his position as the Chief Executive Officer (including status, offices, titles, reporting requirements, authority, duties or responsibilities); or (ii) any failure by the Company to comply with its compensation obligations under this Agreement. If the Executive terminates his employment for Good Reason, subject to the Company’s right to cure as set forth above, the termination shall take effect on the effective date of the written notice to the Company (determined under Section 15). Notwithstanding the foregoing, in the event the Executive does not terminate his employment for Good Reason within thirty days after the Company’s failure to cure as provided herein, such condition giving rise to a “Good Reason” shall no longer constitute Good Reason for the Executive to terminate his employment. Snowdy, S Employment Agreement – 2023 416/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 4/12 6.3. Death or Disability. In the event of the Executive’s death or “Disability” (as defined below) during the Term, the Executive’s employment shall automatically cease and terminate as of the date of the Executive’s death or the effective date of the Company’s written notice to the Executive of its decision to terminate his employment by reason of his Disability, as the case may be, and the Executive or his heirs or personal representative shall be entitled to the same payments and benefits, at the same times, as described in Section 6.2 for a termination of employment by the Company without Cause and all of the Executive’s stock options and any other equity awards based on the Company securities held by the Executive at the time of his death or Disability shall immediately vest in full and shall remain exercisable thereafter for their full term. In addition, the Executive or his heirs or personal representative shall be entitled to retain and have full ownership of all electronic devices provided to the Executive (including, without limitation, a computer, telephone and tablet); provided that all the Company confidential information shall be deleted by the Company from such devices before releasing them to the Executive or such heirs or personal representatives. Notwithstanding the foregoing or any provision of Section 6.2, the Company’s obligation to pay the Executive the Base Salary provided in Section 6.2 for the severance period following termination of his employment by reason of his Disability shall be subject to offset and shall be reduced by any and all amounts paid to the Executive under any disability insurance policy paid or provided for by the Company as provided in Section 5.5 or otherwise. The Executive’s “Disability” shall have the meaning ascribed to such term in any policy of disability insurance maintained by the Company (or by the Executive, as the case may be) with respect to the Executive or, if no such policy is then in effect, shall mean the Executive’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or not consecutive. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, the Executive shall hold and keep secret and confidential all “trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of the Company and shall use such information only in the course of performing the Executive’s duties hereunder; provided, however, that with respect to trade secrets, the Executive shall hold and keep secret and confidential such trade secrets for so long as they remain trade secrets under applicable law. The Executive shall maintain in trust all such trade secrets or other confidential or proprietary information, as the Company’s property, including, but not limited to, all documents concerning the Company’s business, including the Executive’s work papers, telephone directories, customer information and notes, and any and all copies thereof in the Executive’s possession or under the Executive’s control. Upon the expiration or earlier termination of the Executive’s employment with the Company, or upon request by the Company, the Executive shall deliver to the Company all such documents belonging to the Company, including any and all copies in the Executive’s possession or under the Executive’s control. 8. Equitable Remedies; Injunctive Relief. The Executive hereby acknowledges and agrees that monetary damages are inadequate to fully compensate the Company for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that the Company shall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminish the Company’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses. Snowdy, S Employment Agreement – 2023 516/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 5/12 9. Indemnification; Insurance. The Company and the Executive acknowledge that, as the Chief Executive Officer of the Company, the Executive shall be a corporate officer of the Company and, as such, the Executive shall be entitled to indemnification to the full extent provided by the Company to its officers, directors and agents under the Company’s Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement. the Company shall maintain the Executive as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts to continue to insure the Executive thereunder, or under any replacement policies in effect from time to time, during the Term. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Company, its successors and assigns and the Executive and his heirs and representatives; provided, that this Agreement may be assigned by the Company to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between the Executive and the Company relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and the Executive, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing is made by an executive officer of the Company (other than the Executive). The parties hereto agree that in no event shall an oral modification of this Agreement be enforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without giving effect to California’s choice-of-law rules. Snowdy, S Employment Agreement – 2023 616/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 6/12 15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to the Company only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such other address as such party may have specified by notice given to the other party pursuant to this provision): If to the Company: LadRx Corporation 11726 San Vicente Boulevard, Suite 650 Los Angeles, California 90049 Facsimile: (310) 826-5529 Attention: Chair of the Board Stephen Snowdy 1022 Reeder Circle NE Atlanta, Georgia 30306 16. Survival. Sections 7 through 17 and 19 through 20 shall survive the expiration or termination of this Agreement. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executed counterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recover its or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm’s length between persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree that any rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. Snowdy, S Employment Agreement – 2023 716/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 7/12 20. Code Section 409A. 20.1. To the extent (a) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (b) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (c) at the time of the Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six months of the Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding sentence, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 20 shall be paid to the Executive or the Executive’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s separation from service. 20.2. To the extent any benefits provided under Section 6.2 above are otherwise taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. 20.3. In the case of any amounts payable to the Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). 20.4. It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with such intent. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] Snowdy, S Employment Agreement – 2023 816/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 8/12 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “COMPANY” LadRx Corporation By: Jennifer Simpson Chair of the Board “EXECUTIVE” Stephen Snowdy Snowdy, S Employment Agreement – 2023 916/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 9/12 EXHIBIT A GENERAL RELEASE OF ALL CLAIMS This General Release of All Claims is made as of December __, 2022 (this “General Release”), by and between Stephen Snowdy (the “Executive”) and LadRx Corporation, a Delaware corporation (the “Company”), with reference to the following facts: WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of December __, 2022, between the Company and the Executive (the “Employment Agreement”); WHEREAS, the Executive desires to execute and deliver to the Company this General Release in consideration of the Company’s providing the Executive with certain severance benefits pursuant to Section 4 or Section 6.2, as applicable, of the Employment Agreement; and WHEREAS, the Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in this General Release owed to the Executive by the Company, except as expressly provided in this General Release. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the Executive and the Company agree as follows: 1. The Executive, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through the Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge the Company and each of its agents, subsidiaries, parents, affiliates, related organizations, executives, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to: (a) the Executive’s employment with and services to the Company or any of its affiliates; (b) the termination of the Executive’s employment with and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to the date of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under any employment agreement between the Executive, on the one hand, and the Company or its affiliates, on the other hand) and any action arising in tort including, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act or the discrimination or employment laws of any state or municipality, and any claims under any express or implied contract which Releasers may claim existed with Releasees. This also includes, but is not limited to, a release of any claims for wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of the Executive’s employment with or services to the Company or any of its affiliates or the termination of that employment or those services; and any claims under the Worker Adjustment and Retraining Notification Act, California Labor Code Section 1400 et seq. or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to: (i) the Executive’s rights to receive the compensation and benefits provided for in clauses (1) through (2) of Section 6.2, as applicable, of the Employment Agreement; or (ii) the Executive’s rights under any stock option agreement between the Executive and the Company. Snowdy, S Employment Agreement – 2023 1016/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 10/12 2. The Executive understands and agrees that he is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) with respect to the Releasees. Section 1542 states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, the Executive understands and agrees that this General Release is intended to include all claims, if any, which the Executive may have and which he does not now know or suspect to exist in his favor against the Releasees and the Executive understands and agrees that this Agreement extinguishes those claims. 3. Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. The Executive, however, waives the Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims on the Executive’s behalf. The Executive represents and warrants that the Executive has not filed any complaint, charge or lawsuit against the Releasees with any government agency or any court. 4. The Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and release language, except that the Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflect any party’s belief that the Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived. 5. The Executive acknowledges and recites that: (a) The Executive has executed this General Release knowingly and voluntarily; (b) The Executive has read and understands this General Release in its entirety; Snowdy, S Employment Agreement – 2023 1116/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 11/12 (c) The Executive acknowledges that he has been advised by his own legal counsel and has sought such other advice as he wishes with respect to the terms of this General Release before executing it; (d) The Executive’s execution of this General Release has not been forced by any the Executive or agent of the Company, and the Executive has had an opportunity to negotiate about the terms of this General Release; and (e) The Executive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interest that is the subject matter of this General Release. 6. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for the application of preemptive Federal law. 7. The Executive acknowledges that he is waiving his rights under the ADEA and the Older Worker’s Benefit Protection Act and therefore, in compliance with those statutes, acknowledges the following: The Executive acknowledges that he has been provided a minimum of twenty-one calendar days after receipt of this Agreement to consider whether to sign it; The Executive acknowledges that he shall have seven days from the date he executes this General Release to revoke his waiver and release of any ADEA claims only (but not his waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, and that, in the event of such revocation, the provisions of Section 4 or clauses (4) through (6) of Section 6.2, as applicable, of the Employment Agreement shall thereupon become null and void and the Company shall be entitled to a return from the Executive of all payments to the Executive pursuant to such clauses; The Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after the effective date of this Agreement; and The Executive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition to anything of value to which he was already entitled. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Dated: December __, 2022 Stephen Snowdy Snowdy, S Employment Agreement – 2023 1216/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037495 https://mcc.law.stanford.edu/capi/ﬁle/1037495 12/12" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive must maintain strict confidentiality of trade secrets indefinitely.\", \"clause_type\": \"Confidentiality\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Reasonable protection of company IP\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.16 3 ex10-16.htm Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into this 30th day of December, 2022, with an effective date of January 1, 2023 (the “Effective Date”) by and between LadRx Corporation, a Delaware corporation (the “Company”), and John Caloz (the “Executive”). WHEREAS, the Company desires to continue to employ the Executive, and the Executive is willing to continue to be employed by the Company, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows. 1. Employment. Effective as of the Effective Date, the Company shall continue to employ the Executive, and the Executive shall serve, as the Company’s Chief Financial Officer and Senior Vice President on the terms set forth herein. 2. Duties; Place of Employment. The Executive shall perform in a professional and business-like manner, and to the best of his ability, the duties as are customarily performed and exercised by a Chief Financial Officer and Senior Vice President of a public company and such other duties as are reasonably assigned to him from time to time by the Company’s Chair of the Board of Directors of the Company (the “Board”). The Executive understands and agrees that his duties, title and authority may be changed from time to time in the discretion of the Company’s Chair of the Board. The Executive’s services hereunder shall be rendered from his home office on a virtual basis, except for travel when and as required in the performance of the Executive’s duties hereunder. 3. Time and Efforts. The Executive shall devote all of his business time, efforts, attention and energies to the Company’s business and to discharge his duties hereunder. 4. Term. The term (the “Term”) of the Executive’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2025 unless sooner terminated in accordance with Section 6. Neither the Company nor the Executive shall have any obligation to extend or renew this Agreement. In the event that the Executive’s employment has not theretofore been terminated and the Company has not offered to extend or renew the Executive’s employment under this Agreement, upon expiration of the Term (and termination of the Executive’s employment) on December 31, 2025, in lieu of any other severance benefits provided by Section 6, the Company shall continue to pay the Executive his salary in accordance with the Company’s normal payroll practices as provided for in Section 5.1 during the period commencing on the final date of the Term and ending on (a) June 30, 2026, or (b) the date of the Executive’s re-employment with another employer, whichever is earlier; provided that, as a condition to the Company’s obligations under this sentence, the Executive shall have executed and delivered to the Company a General Release of All Claims in the form attached hereto as Exhibit A (the “Release”). Caloz, J. Employment Agreement – 202316/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 1/12 5. Compensation. As the total consideration for the Executive’s services rendered hereunder, the Company shall pay or provide the Executive the following compensation and benefits: 5.1. Base Salary. The Executive shall be entitled to receive an annual salary of $416,000, less applicable payroll deductions and tax withholdings and payable in accordance with the Company’s normal payroll policies and procedures (the “Base Salary”). 5.2. Target Bonus. The Executive also shall be eligible for an annual target performance-based bonus for the Executive’s services equal to 40% of the Base Salary during the Term, less applicable payroll deductions and tax withholdings (the “Target Bonus”). Target Bonuses do not constitute a promise of payment and the Executive’s actual bonus, if any, will depend in part on the Company’s performance and the Compensation Committee’s discretion in assessing the Executive’s individual performance in relation to his objectives as determined by the Board and the overall performance and status of the Company. Any Target Bonus payable to the Executive shall be paid with respect to a performance period consistent with the Company’s standard timing for paying such bonuses and in any event no later than February 28th of the calendar year following the calendar year to which the Target Bonus relates. 5.3. Expense Reimbursement. The Company shall reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with the performance of the Executive’s duties in accordance with the Company’s usual practices and policies in effect from time to time. 5.4. Vacation. The Executive shall continue to accrue vacation days without loss of compensation in accordance with the Company’s usual policies applicable to all executives at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.5. Benefits. The Executive shall be eligible to participate in all employee benefit plans and programs (including reimbursement of all Medicare premiums), fringe benefits and perquisites as in effect generally with respect to other senior officers of the Company. 5.6. Payroll Taxes. The Company shall have the right to deduct from the compensation and benefits due to the Executive hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of the Executive. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for “Cause” upon notice to the Executive. “Cause” for this purpose shall mean any of the following: Caloz, J. Employment Agreement – 2023 216/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 2/12 (a) The Executive’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall not constitute such Cause unless the Executive shall have previously received written notice from the Company stating the nature of such breach and affording the Executive at least ten days to correct such breach; (b) The Executive’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude; (c) The Executive’s act of fraud or dishonesty injurious to the Company or its reputation; (d) The Executive’s continual failure or refusal to perform his material duties as required under this Agreement after written notice from the Company stating the nature of such failure or refusal and affording the Executive at least ten days to correct the same; (e) The Executive’s act or omission that, in the reasonable determination of the Company’s Board of Directors (or a Committee of the Board), indicates alcohol or drug abuse by the Executive; or (f) The Executive’s act or personal conduct that, in the judgment of the Company’s Board of Directors (or a Committee of the Board), gives rise to a material risk of liability of the Executive or the Company under federal or applicable state law for discrimination, or sexual or other forms of harassment, or other similar liabilities to subordinate employees. Upon termination of the Executive’s employment by the Company for Cause, all compensation and benefits to the Executive hereunder shall cease and the Executive shall be entitled only to payment upon the effective date of termination of any accrued but unpaid Base Salary and unused vacation as provided in Sections 5.1 and 5.4 as of the date of such termination and any unpaid Target Bonus that may have been awarded the Executive as provided in Section 5.2 prior to such date. Caloz, J. Employment Agreement – 2023 316/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 3/12 6.2. Termination by the Company without Cause or by the Executive for Good Reason. The Company may also terminate the Executive’s employment without Cause upon ten days’ notice to the Executive and the Executive may also terminate the Executive’s employment for Good Reason (as defined below) upon ten days’ written notice to the Company. Upon termination of the Executive’s employment by the Company without Cause or the Executive’s termination of the Executive’s employment for Good Reason, all compensation and benefits to the Executive hereunder shall cease and the Executive shall be entitled to, subject to Section 20, (1) any accrued but unpaid Base Salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid Target Bonus that may have been awarded to the Executive under Section 5.2 prior to such date, which shall be due and payable in accordance with the Company’s normal payroll policies and procedures or as otherwise required by California law, (3) all of the Executive’s vested stock options and other equity awards as of the date of termination of the Executive’s employment shall remain exercisable for their full term, subject to the terms of the applicable award agreements, (4) retain and have full ownership of all electronic devices provided to the Executive (including, without limitation, a computer, telephone, tablet and printer), provided that all the Company confidential information shall be deleted by the Company from such devices before releasing them to the Executive, (5) a lump sum amount, which shall be due and payable within ten days following the effective date of the Release (as defined above), equal to twelve months of the Executive’s Base Salary as provided in Section 5.1 and an amount equal to the prorated portion of the Target Bonus provided in Section 5.2 for the year in which the termination occurred based on the number of days the Executive was employed, provided, that if such termination occurs within six months prior to or within twelve months following a Change of Control (as hereinafter defined), then the amount described in this clause (5) shall be equal to eighteen months of the Executive’s Base Salary as provided in Section 5.1, and the full Target Bonus amount as provided in Section 5.2, and (6) reimbursement of the Executive and his dependents for a period of twelve months following such termination (eighteen months if such termination occurs within six months prior to or within twelve months following a Change of Control) of all Medicare premiums and the premiums associated with Executive’s continuation of health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), as applicable, provided, that the Executive timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s usual reimbursement practices and policies in effect from time to time. The Executive’s right to the compensation and benefits provided for in clauses (5) and (6) of this Section shall be conditioned upon the Executive having executed and delivered to the Company the Release, provided that the compensation and benefits shall be paid or commence, as applicable, after the time period for the Executive to execute, return and revoke the Release has expired (and if such time period begins in one taxable year and ends in a second taxable year, no payment shall be made until the first payroll period in the second taxable year). For purposes of this Section 6.2: (a) “Change of Control” shall mean a “change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation,” as applied to the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treas. Reg. §1.409A-3(i)(5). (b) “Good Reason” shall mean any material breach by the Company of the terms hereof that is not corrected by the Company within five days after written notice by the Executive to the Company, including, without limitation, (i) the assignment to the Executive of any duties inconsistent in any respect with his position as the Chief Financial Officer and Senior Vice President (including status, offices, titles, reporting requirements, authority, duties or responsibilities); or (ii) any failure by the Company to comply with its compensation obligations under this Agreement. If the Executive terminates his employment for Good Reason, subject to the Company’s right to cure as set forth above, the termination shall take effect on the effective date of the written notice to the Company (determined under Section 15). Notwithstanding the foregoing, in the event the Executive does not terminate his employment for Good Reason within thirty days after the Company’s failure to cure as provided herein, such condition giving rise to a “Good Reason” shall no longer constitute Good Reason for the Executive to terminate his employment. Caloz, J. Employment Agreement – 2023 416/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 4/12 6.3. Death or Disability. In the event of the Executive’s death or “Disability” (as defined below) during the Term, the Executive’s employment shall automatically cease and terminate as of the date of the Executive’s death or the effective date of the Company’s written notice to the Executive of its decision to terminate his employment by reason of his Disability, as the case may be, and the Executive or his heirs or personal representative shall be entitled to the same payments and benefits, at the same times, as described in Section 6.2 for a termination of employment by the Company without Cause and all of the Executive’s stock options and any other equity awards based on the Company securities held by the Executive at the time of his death or Disability shall immediately vest in full and shall remain exercisable thereafter for their full term. In addition, the Executive or his heirs or personal representative shall be entitled to retain and have full ownership of all electronic devices provided to the Executive (including, without limitation, a computer, telephone and tablet); provided that all the Company confidential information shall be deleted by the Company from such devices before releasing them to the Executive or such heirs or personal representatives. Notwithstanding the foregoing or any provision of Section 6.2, the Company’s obligation to pay the Executive the Base Salary provided in Section 6.2 for the severance period following termination of his employment by reason of his Disability shall be subject to offset and shall be reduced by any and all amounts paid to the Executive under any disability insurance policy paid or provided for by the Company as provided in Section 5.5 or otherwise. The Executive’s “Disability” shall have the meaning ascribed to such term in any policy of disability insurance maintained by the Company (or by the Executive, as the case may be) with respect to the Executive or, if no such policy is then in effect, shall mean the Executive’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or not consecutive. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, the Executive shall hold and keep secret and confidential all “trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of the Company and shall use such information only in the course of performing the Executive’s duties hereunder; provided, however, that with respect to trade secrets, the Executive shall hold and keep secret and confidential such trade secrets for so long as they remain trade secrets under applicable law. The Executive shall maintain in trust all such trade secrets or other confidential or proprietary information, as the Company’s property, including, but not limited to, all documents concerning the Company’s business, including the Executive’s work papers, telephone directories, customer information and notes, and any and all copies thereof in the Executive’s possession or under the Executive’s control. Upon the expiration or earlier termination of the Executive’s employment with the Company, or upon request by the Company, the Executive shall deliver to the Company all such documents belonging to the Company, including any and all copies in the Executive’s possession or under the Executive’s control. 8. Equitable Remedies; Injunctive Relief. The Executive hereby acknowledges and agrees that monetary damages are inadequate to fully compensate the Company for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that the Company shall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminish the Company’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses. Caloz, J. Employment Agreement – 2023 516/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 5/12 9. Indemnification; Insurance. The Company and the Executive acknowledge that, as the Chief Financial Officer of the Company, the Executive shall be a corporate officer of the Company and, as such, the Executive shall be entitled to indemnification to the full extent provided by the Company to its officers, directors and agents under the Company’s Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement. the Company shall maintain the Executive as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts to continue to insure the Executive thereunder, or under any replacement policies in effect from time to time, during the Term. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Company, its successors and assigns and the Executive and his heirs and representatives; provided, that this Agreement may be assigned by the Company to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between the Executive and the Company relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and the Executive, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing is made by an executive officer of the Company (other than the Executive). The parties hereto agree that in no event shall an oral modification of this Agreement be enforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without giving effect to California’s choice-of-law rules. Caloz, J. Employment Agreement – 2023 616/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 6/12 15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to the Company only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such other address as such party may have specified by notice given to the other party pursuant to this provision): If to the Company: LadRx Corporation 11726 San Vicente Boulevard, Suite 650 Los Angeles, California 90049 Facsimile: (310) 826-5529 Attention: Chief Executive Officer If to the Executive: John Caloz 604 NW 9th Avenue Camas, Washington 98607 16. Survival. Sections 7 through 17 and 19 through 20 shall survive the expiration or termination of this Agreement. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executed counterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recover its or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm’s length between persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree that any rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. Caloz, J. Employment Agreement – 2023 716/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 7/12 20. Code Section 409A. 20.1. To the extent (a) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (b) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (c) at the time of the Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six months of the Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding sentence, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 20 shall be paid to the Executive or the Executive’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s separation from service. 20.2. To the extent any benefits provided under Section 6.2 above are otherwise taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. 20.3. In the case of any amounts payable to the Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). 20.4. It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with such intent. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] Caloz, J. Employment Agreement – 2023 816/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 8/12 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “COMPANY” LadRx Corporation By: Jennifer Simpson Chair of the Board “EXECUTIVE” John Caloz Caloz, J. Employment Agreement – 2023 916/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 9/12 EXHIBIT A GENERAL RELEASE OF ALL CLAIMS This General Release of All Claims is made as of December __, 2022 (this “General Release”), by and between John Caloz (the “Executive”) and LadRx Corporation, a Delaware corporation (the “Company”), with reference to the following facts: WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of December __, 2022, between the Company and the Executive (the “Employment Agreement”); WHEREAS, the Executive desires to execute and deliver to the Company this General Release in consideration of the Company’s providing the Executive with certain severance benefits pursuant to Section 4 or Section 6.2, as applicable, of the Employment Agreement; and WHEREAS, the Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in this General Release owed to the Executive by the Company, except as expressly provided in this General Release. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the Executive and the Company agree as follows: 1. The Executive, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through the Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge the Company and each of its agents, subsidiaries, parents, affiliates, related organizations, executives, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to: (a) the Executive’s employment with and services to the Company or any of its affiliates; (b) the termination of the Executive’s employment with and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to the date of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under any employment agreement between the Executive, on the one hand, and the Company or its affiliates, on the other hand) and any action arising in tort including, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act or the discrimination or employment laws of any state or municipality, and any claims under any express or implied contract which Releasers may claim existed with Releasees. This also includes, but is not limited to, a release of any claims for wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of the Executive’s employment with or services to the Company or any of its affiliates or the termination of that employment or those services; and any claims under the Worker Adjustment and Retraining Notification Act, California Labor Code Section 1400 et seq. or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to: (i) the Executive’s rights to receive the compensation and benefits provided for in clauses (1) through (2) of Section 6.2, as applicable, of the Employment Agreement; or (ii) the Executive’s rights under any stock option agreement between the Executive and the Company. Caloz, J. Employment Agreement – 2023 1016/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 10/12 2. The Executive understands and agrees that he is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) with respect to the Releasees. Section 1542 states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, the Executive understands and agrees that this General Release is intended to include all claims, if any, which the Executive may have and which he does not now know or suspect to exist in his favor against the Releasees and the Executive understands and agrees that this Agreement extinguishes those claims. 3. Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. The Executive, however, waives the Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims on the Executive’s behalf. The Executive represents and warrants that the Executive has not filed any complaint, charge or lawsuit against the Releasees with any government agency or any court. 4. The Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and release language, except that the Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflect any party’s belief that the Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived. 5. The Executive acknowledges and recites that: (a) The Executive has executed this General Release knowingly and voluntarily; (b) The Executive has read and understands this General Release in its entirety; Caloz, J. Employment Agreement – 2023 1116/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 11/12 (c) The Executive acknowledges that he has been advised by his own legal counsel and has sought such other advice as he wishes with respect to the terms of this General Release before executing it; (d) The Executive’s execution of this General Release has not been forced by any the Executive or agent of the Company, and the Executive has had an opportunity to negotiate about the terms of this General Release; and (e) The Executive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interest that is the subject matter of this General Release. 6. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for the application of preemptive Federal law. 7. The Executive acknowledges that he is waiving his rights under the ADEA and the Older Worker’s Benefit Protection Act and therefore, in compliance with those statutes, acknowledges the following: The Executive acknowledges that he has been provided a minimum of twenty-one calendar days after receipt of this Agreement to consider whether to sign it; The Executive acknowledges that he shall have seven days from the date he executes this General Release to revoke his waiver and release of any ADEA claims only (but not his waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, and that, in the event of such revocation, the provisions of Section 4 or clauses (4) through (6) of Section 6.2, as applicable, of the Employment Agreement shall thereupon become null and void and the Company shall be entitled to a return from the Executive of all payments to the Executive pursuant to such clauses; The Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after the effective date of this Agreement; and The Executive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition to anything of value to which he was already entitled. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Dated: December __, 2022 John Caloz Caloz, J. Employment Agreement – 2023 1216/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 12/12" }, { "role": "assistant", "content": "{\"clause_text\": \"Company may modify bonus plans at any time without consent.\", \"clause_type\": \"Bonuses\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Lacks employee consent and predictability\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.16 3 ex10-16.htm Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into this 30th day of December, 2022, with an effective date of January 1, 2023 (the “Effective Date”) by and between LadRx Corporation, a Delaware corporation (the “Company”), and John Caloz (the “Executive”). WHEREAS, the Company desires to continue to employ the Executive, and the Executive is willing to continue to be employed by the Company, on the terms set forth in this Agreement. NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows. 1. Employment. Effective as of the Effective Date, the Company shall continue to employ the Executive, and the Executive shall serve, as the Company’s Chief Financial Officer and Senior Vice President on the terms set forth herein. 2. Duties; Place of Employment. The Executive shall perform in a professional and business-like manner, and to the best of his ability, the duties as are customarily performed and exercised by a Chief Financial Officer and Senior Vice President of a public company and such other duties as are reasonably assigned to him from time to time by the Company’s Chair of the Board of Directors of the Company (the “Board”). The Executive understands and agrees that his duties, title and authority may be changed from time to time in the discretion of the Company’s Chair of the Board. The Executive’s services hereunder shall be rendered from his home office on a virtual basis, except for travel when and as required in the performance of the Executive’s duties hereunder. 3. Time and Efforts. The Executive shall devote all of his business time, efforts, attention and energies to the Company’s business and to discharge his duties hereunder. 4. Term. The term (the “Term”) of the Executive’s employment hereunder shall commence on the Effective Date and shall expire on December 31, 2025 unless sooner terminated in accordance with Section 6. Neither the Company nor the Executive shall have any obligation to extend or renew this Agreement. In the event that the Executive’s employment has not theretofore been terminated and the Company has not offered to extend or renew the Executive’s employment under this Agreement, upon expiration of the Term (and termination of the Executive’s employment) on December 31, 2025, in lieu of any other severance benefits provided by Section 6, the Company shall continue to pay the Executive his salary in accordance with the Company’s normal payroll practices as provided for in Section 5.1 during the period commencing on the final date of the Term and ending on (a) June 30, 2026, or (b) the date of the Executive’s re-employment with another employer, whichever is earlier; provided that, as a condition to the Company’s obligations under this sentence, the Executive shall have executed and delivered to the Company a General Release of All Claims in the form attached hereto as Exhibit A (the “Release”). Caloz, J. Employment Agreement – 202316/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 1/12 5. Compensation. As the total consideration for the Executive’s services rendered hereunder, the Company shall pay or provide the Executive the following compensation and benefits: 5.1. Base Salary. The Executive shall be entitled to receive an annual salary of $416,000, less applicable payroll deductions and tax withholdings and payable in accordance with the Company’s normal payroll policies and procedures (the “Base Salary”). 5.2. Target Bonus. The Executive also shall be eligible for an annual target performance-based bonus for the Executive’s services equal to 40% of the Base Salary during the Term, less applicable payroll deductions and tax withholdings (the “Target Bonus”). Target Bonuses do not constitute a promise of payment and the Executive’s actual bonus, if any, will depend in part on the Company’s performance and the Compensation Committee’s discretion in assessing the Executive’s individual performance in relation to his objectives as determined by the Board and the overall performance and status of the Company. Any Target Bonus payable to the Executive shall be paid with respect to a performance period consistent with the Company’s standard timing for paying such bonuses and in any event no later than February 28th of the calendar year following the calendar year to which the Target Bonus relates. 5.3. Expense Reimbursement. The Company shall reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with the performance of the Executive’s duties in accordance with the Company’s usual practices and policies in effect from time to time. 5.4. Vacation. The Executive shall continue to accrue vacation days without loss of compensation in accordance with the Company’s usual policies applicable to all executives at a rate of four weeks’ vacation time for each 12-month period during the Term. 5.5. Benefits. The Executive shall be eligible to participate in all employee benefit plans and programs (including reimbursement of all Medicare premiums), fringe benefits and perquisites as in effect generally with respect to other senior officers of the Company. 5.6. Payroll Taxes. The Company shall have the right to deduct from the compensation and benefits due to the Executive hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of the Executive. 6. Termination. This Agreement may be terminated as set forth in this Section 6. 6.1. Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for “Cause” upon notice to the Executive. “Cause” for this purpose shall mean any of the following: Caloz, J. Employment Agreement – 2023 216/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 2/12 (a) The Executive’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall not constitute such Cause unless the Executive shall have previously received written notice from the Company stating the nature of such breach and affording the Executive at least ten days to correct such breach; (b) The Executive’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude; (c) The Executive’s act of fraud or dishonesty injurious to the Company or its reputation; (d) The Executive’s continual failure or refusal to perform his material duties as required under this Agreement after written notice from the Company stating the nature of such failure or refusal and affording the Executive at least ten days to correct the same; (e) The Executive’s act or omission that, in the reasonable determination of the Company’s Board of Directors (or a Committee of the Board), indicates alcohol or drug abuse by the Executive; or (f) The Executive’s act or personal conduct that, in the judgment of the Company’s Board of Directors (or a Committee of the Board), gives rise to a material risk of liability of the Executive or the Company under federal or applicable state law for discrimination, or sexual or other forms of harassment, or other similar liabilities to subordinate employees. Upon termination of the Executive’s employment by the Company for Cause, all compensation and benefits to the Executive hereunder shall cease and the Executive shall be entitled only to payment upon the effective date of termination of any accrued but unpaid Base Salary and unused vacation as provided in Sections 5.1 and 5.4 as of the date of such termination and any unpaid Target Bonus that may have been awarded the Executive as provided in Section 5.2 prior to such date. Caloz, J. Employment Agreement – 2023 316/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 3/12 6.2. Termination by the Company without Cause or by the Executive for Good Reason. The Company may also terminate the Executive’s employment without Cause upon ten days’ notice to the Executive and the Executive may also terminate the Executive’s employment for Good Reason (as defined below) upon ten days’ written notice to the Company. Upon termination of the Executive’s employment by the Company without Cause or the Executive’s termination of the Executive’s employment for Good Reason, all compensation and benefits to the Executive hereunder shall cease and the Executive shall be entitled to, subject to Section 20, (1) any accrued but unpaid Base Salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid Target Bonus that may have been awarded to the Executive under Section 5.2 prior to such date, which shall be due and payable in accordance with the Company’s normal payroll policies and procedures or as otherwise required by California law, (3) all of the Executive’s vested stock options and other equity awards as of the date of termination of the Executive’s employment shall remain exercisable for their full term, subject to the terms of the applicable award agreements, (4) retain and have full ownership of all electronic devices provided to the Executive (including, without limitation, a computer, telephone, tablet and printer), provided that all the Company confidential information shall be deleted by the Company from such devices before releasing them to the Executive, (5) a lump sum amount, which shall be due and payable within ten days following the effective date of the Release (as defined above), equal to twelve months of the Executive’s Base Salary as provided in Section 5.1 and an amount equal to the prorated portion of the Target Bonus provided in Section 5.2 for the year in which the termination occurred based on the number of days the Executive was employed, provided, that if such termination occurs within six months prior to or within twelve months following a Change of Control (as hereinafter defined), then the amount described in this clause (5) shall be equal to eighteen months of the Executive’s Base Salary as provided in Section 5.1, and the full Target Bonus amount as provided in Section 5.2, and (6) reimbursement of the Executive and his dependents for a period of twelve months following such termination (eighteen months if such termination occurs within six months prior to or within twelve months following a Change of Control) of all Medicare premiums and the premiums associated with Executive’s continuation of health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), as applicable, provided, that the Executive timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s usual reimbursement practices and policies in effect from time to time. The Executive’s right to the compensation and benefits provided for in clauses (5) and (6) of this Section shall be conditioned upon the Executive having executed and delivered to the Company the Release, provided that the compensation and benefits shall be paid or commence, as applicable, after the time period for the Executive to execute, return and revoke the Release has expired (and if such time period begins in one taxable year and ends in a second taxable year, no payment shall be made until the first payroll period in the second taxable year). For purposes of this Section 6.2: (a) “Change of Control” shall mean a “change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation,” as applied to the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treas. Reg. §1.409A-3(i)(5). (b) “Good Reason” shall mean any material breach by the Company of the terms hereof that is not corrected by the Company within five days after written notice by the Executive to the Company, including, without limitation, (i) the assignment to the Executive of any duties inconsistent in any respect with his position as the Chief Financial Officer and Senior Vice President (including status, offices, titles, reporting requirements, authority, duties or responsibilities); or (ii) any failure by the Company to comply with its compensation obligations under this Agreement. If the Executive terminates his employment for Good Reason, subject to the Company’s right to cure as set forth above, the termination shall take effect on the effective date of the written notice to the Company (determined under Section 15). Notwithstanding the foregoing, in the event the Executive does not terminate his employment for Good Reason within thirty days after the Company’s failure to cure as provided herein, such condition giving rise to a “Good Reason” shall no longer constitute Good Reason for the Executive to terminate his employment. Caloz, J. Employment Agreement – 2023 416/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 4/12 6.3. Death or Disability. In the event of the Executive’s death or “Disability” (as defined below) during the Term, the Executive’s employment shall automatically cease and terminate as of the date of the Executive’s death or the effective date of the Company’s written notice to the Executive of its decision to terminate his employment by reason of his Disability, as the case may be, and the Executive or his heirs or personal representative shall be entitled to the same payments and benefits, at the same times, as described in Section 6.2 for a termination of employment by the Company without Cause and all of the Executive’s stock options and any other equity awards based on the Company securities held by the Executive at the time of his death or Disability shall immediately vest in full and shall remain exercisable thereafter for their full term. In addition, the Executive or his heirs or personal representative shall be entitled to retain and have full ownership of all electronic devices provided to the Executive (including, without limitation, a computer, telephone and tablet); provided that all the Company confidential information shall be deleted by the Company from such devices before releasing them to the Executive or such heirs or personal representatives. Notwithstanding the foregoing or any provision of Section 6.2, the Company’s obligation to pay the Executive the Base Salary provided in Section 6.2 for the severance period following termination of his employment by reason of his Disability shall be subject to offset and shall be reduced by any and all amounts paid to the Executive under any disability insurance policy paid or provided for by the Company as provided in Section 5.5 or otherwise. The Executive’s “Disability” shall have the meaning ascribed to such term in any policy of disability insurance maintained by the Company (or by the Executive, as the case may be) with respect to the Executive or, if no such policy is then in effect, shall mean the Executive’s inability to fully perform his duties hereunder for any period of at least 75 consecutive days or for a total of 90 days, whether or not consecutive. 7. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, the Executive shall hold and keep secret and confidential all “trade secrets” (within the meaning of applicable law) and other confidential or proprietary information of the Company and shall use such information only in the course of performing the Executive’s duties hereunder; provided, however, that with respect to trade secrets, the Executive shall hold and keep secret and confidential such trade secrets for so long as they remain trade secrets under applicable law. The Executive shall maintain in trust all such trade secrets or other confidential or proprietary information, as the Company’s property, including, but not limited to, all documents concerning the Company’s business, including the Executive’s work papers, telephone directories, customer information and notes, and any and all copies thereof in the Executive’s possession or under the Executive’s control. Upon the expiration or earlier termination of the Executive’s employment with the Company, or upon request by the Company, the Executive shall deliver to the Company all such documents belonging to the Company, including any and all copies in the Executive’s possession or under the Executive’s control. 8. Equitable Remedies; Injunctive Relief. The Executive hereby acknowledges and agrees that monetary damages are inadequate to fully compensate the Company for the damages that would result from a breach or threatened breach of Section 7 of this Agreement and, accordingly, that the Company shall be entitled to equitable remedies, including, without limitation, specific performance, temporary restraining orders, and preliminary injunctions and permanent injunctions, to enforce such Section without the necessity of proving actual damages in connection therewith. This provision shall not, however, diminish the Company’s right to claim and recover damages or enforce any other of its legal or equitable rights or defenses. Caloz, J. Employment Agreement – 2023 516/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 5/12 9. Indemnification; Insurance. The Company and the Executive acknowledge that, as the Chief Financial Officer of the Company, the Executive shall be a corporate officer of the Company and, as such, the Executive shall be entitled to indemnification to the full extent provided by the Company to its officers, directors and agents under the Company’s Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement. the Company shall maintain the Executive as an additional insured under its current policy of directors and officers liability insurance and shall use commercially reasonable efforts to continue to insure the Executive thereunder, or under any replacement policies in effect from time to time, during the Term. 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Company, its successors and assigns and the Executive and his heirs and representatives; provided, that this Agreement may be assigned by the Company to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. 12. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between the Executive and the Company relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and the Executive, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement. 13. Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and unless such writing is made by an executive officer of the Company (other than the Executive). The parties hereto agree that in no event shall an oral modification of this Agreement be enforceable or valid. 14. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California without giving effect to California’s choice-of-law rules. Caloz, J. Employment Agreement – 2023 616/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 6/12 15. Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of notice to the Company only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to a party at the following address (or to such other address as such party may have specified by notice given to the other party pursuant to this provision): If to the Company: LadRx Corporation 11726 San Vicente Boulevard, Suite 650 Los Angeles, California 90049 Facsimile: (310) 826-5529 Attention: Chief Executive Officer If to the Executive: John Caloz 604 NW 9th Avenue Camas, Washington 98607 16. Survival. Sections 7 through 17 and 19 through 20 shall survive the expiration or termination of this Agreement. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have the same force and effect as an originally executed counterpart. 18. Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing party shall be entitled to recover its or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000) in addition to any other recoveries. 19. No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm’s length between persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree that any rule of law, including, but not limited to, California Civil Code Section 1654 or any other statutes, legal decisions, or common law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto. Caloz, J. Employment Agreement – 2023 716/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 7/12 20. Code Section 409A. 20.1. To the extent (a) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (b) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (c) at the time of the Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six months of the Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding sentence, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 20 shall be paid to the Executive or the Executive’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s separation from service. 20.2. To the extent any benefits provided under Section 6.2 above are otherwise taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. 20.3. In the case of any amounts payable to the Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). 20.4. It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with such intent. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] Caloz, J. Employment Agreement – 2023 816/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 8/12 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written. “COMPANY” LadRx Corporation By: Jennifer Simpson Chair of the Board “EXECUTIVE” John Caloz Caloz, J. Employment Agreement – 2023 916/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 9/12 EXHIBIT A GENERAL RELEASE OF ALL CLAIMS This General Release of All Claims is made as of December __, 2022 (this “General Release”), by and between John Caloz (the “Executive”) and LadRx Corporation, a Delaware corporation (the “Company”), with reference to the following facts: WHEREAS, this General Release is provided for in, and is in furtherance of, the Employment Agreement, dated as of December __, 2022, between the Company and the Executive (the “Employment Agreement”); WHEREAS, the Executive desires to execute and deliver to the Company this General Release in consideration of the Company’s providing the Executive with certain severance benefits pursuant to Section 4 or Section 6.2, as applicable, of the Employment Agreement; and WHEREAS, the Executive and the Company intend that this General Release shall be in full satisfaction of any and all obligations described in this General Release owed to the Executive by the Company, except as expressly provided in this General Release. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the Executive and the Company agree as follows: 1. The Executive, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through the Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge the Company and each of its agents, subsidiaries, parents, affiliates, related organizations, executives, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, obligations, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to: (a) the Executive’s employment with and services to the Company or any of its affiliates; (b) the termination of the Executive’s employment with and services to the Company and any of its affiliates; or (c) any event whatsoever occurring on or prior to the date of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under any employment agreement between the Executive, on the one hand, and the Company or its affiliates, on the other hand) and any action arising in tort including, but not limited to, libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act or the discrimination or employment laws of any state or municipality, and any claims under any express or implied contract which Releasers may claim existed with Releasees. This also includes, but is not limited to, a release of any claims for wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of the Executive’s employment with or services to the Company or any of its affiliates or the termination of that employment or those services; and any claims under the Worker Adjustment and Retraining Notification Act, California Labor Code Section 1400 et seq. or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to: (i) the Executive’s rights to receive the compensation and benefits provided for in clauses (1) through (2) of Section 6.2, as applicable, of the Employment Agreement; or (ii) the Executive’s rights under any stock option agreement between the Executive and the Company. Caloz, J. Employment Agreement – 2023 1016/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 10/12 2. The Executive understands and agrees that he is expressly waiving all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) with respect to the Releasees. Section 1542 states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, the Executive understands and agrees that this General Release is intended to include all claims, if any, which the Executive may have and which he does not now know or suspect to exist in his favor against the Releasees and the Executive understands and agrees that this Agreement extinguishes those claims. 3. Excluded from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. The Executive, however, waives the Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing) pursue any claims on the Executive’s behalf. The Executive represents and warrants that the Executive has not filed any complaint, charge or lawsuit against the Releasees with any government agency or any court. 4. The Executive agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and release language, except that the Executive may bring a claim under the ADEA to challenge this General Release. Nothing in this General Release is intended to reflect any party’s belief that the Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived. 5. The Executive acknowledges and recites that: (a) The Executive has executed this General Release knowingly and voluntarily; (b) The Executive has read and understands this General Release in its entirety; Caloz, J. Employment Agreement – 2023 1116/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 11/12 (c) The Executive acknowledges that he has been advised by his own legal counsel and has sought such other advice as he wishes with respect to the terms of this General Release before executing it; (d) The Executive’s execution of this General Release has not been forced by any the Executive or agent of the Company, and the Executive has had an opportunity to negotiate about the terms of this General Release; and (e) The Executive has not sold, assigned, transferred or conveyed any claim, demand, right, action, suit, cause of action or other interest that is the subject matter of this General Release. 6. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of California, except for the application of preemptive Federal law. 7. The Executive acknowledges that he is waiving his rights under the ADEA and the Older Worker’s Benefit Protection Act and therefore, in compliance with those statutes, acknowledges the following: The Executive acknowledges that he has been provided a minimum of twenty-one calendar days after receipt of this Agreement to consider whether to sign it; The Executive acknowledges that he shall have seven days from the date he executes this General Release to revoke his waiver and release of any ADEA claims only (but not his waiver or release hereunder of other claims) by providing written notice of the revocation to the Company, and that, in the event of such revocation, the provisions of Section 4 or clauses (4) through (6) of Section 6.2, as applicable, of the Employment Agreement shall thereupon become null and void and the Company shall be entitled to a return from the Executive of all payments to the Executive pursuant to such clauses; The Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under ADEA after the effective date of this Agreement; and The Executive acknowledges that the consideration given in exchange for this waiver and release Agreement is in addition to anything of value to which he was already entitled. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Dated: December __, 2022 John Caloz Caloz, J. Employment Agreement – 2023 1216/04/2025, 06:37 mcc.law.stanford.edu/capi/ﬁle/1037496 https://mcc.law.stanford.edu/capi/ﬁle/1037496 12/12" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee must work virtually with occasional travel.\", \"clause_type\": \"Remote Work\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Accepted employment flexibility model\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 7 hlvx-ex10_10.htm EX-10.10 Exhibit 10.10 6 January 2023 AMENDED AND REST ATED EMPLOYMENT AGREEMENT between HilleV ax GmbH c/o Lenz & Staehelin Aktiengesellschaft Brandschenkstrasse 24 8027 Zurich (the “Company” ) and Astrid Borkowski (the “ Employee” ) 1. Position and Responsibilities The Employee is employed as Chief Medical Of ficer of the Company . The Company has the right to assign other duties and responsibilities to the Employee which are in accordance with the Employee’ s education and skills. The principal place of work is Zurich. Based on her position as Chief Medical Of ficer, the Employee will be required to perform some of her functions and activities in a place other than the principal place of work. In particular , the Employee agrees to perform some of her services at the of fices of the Company’ s parent entity , Hillevax, Inc. (the “Par ent”) in the Greater Boston area in Massachusetts, USA, where she is expected to work approximately two weeks out of every month. 2. Reporting The Employee shall report to the chief executive of ficer of HilleV ax, Inc. (the “Chief Executive Officer” ). 3. Conflicts of Inter ests The Employee shall not engage in any activities which might lead to a conflict of interests with respect to her position with the Company or the Parent. In particular , the Employee shall refrain from operating, working for , or participating in any business which competes with the Company or the Parent. \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 1/8Investments in companies competing or doing business with the Company are subject to the prior consent of the Parent. 4. Effective Date and Term This Agreement, as amended and restated, is ef fective as of January 6, 2023. This Agreement is concluded for an indefinite term. It may be terminated by either party upon nine months’ notice, effective as of the end of the month. 5. Working Hours, Part-T ime Activities The Employee shall devote her full working capacity exclusively to the Company . The Employee shall not engage in any professional part-time activities, whether or not remunerated, without prior written consent of the Parent. Other part-time activities require the written consent of the Parent if they involve the use of the Company’ s infrastructure and/or personnel. 6. Base Salary Effective January 1, 2023, the Employee’ s gross base salary amounts to CHF 495,000 per year , payable in 12 monthly installments at the end of each month. This amount includes all compensation for overtime. 7. Discr etionary Annual Bonus The Employee may receive an annual tar get bonus of 45% of the annual base salary . The terms regarding eligibility and payment of any bonus shall be in the absolute discretion of the Board of Directors of the Company . 8. Equity Incentive Plan The Employee was granted a number of shares of the Parent’ s common stock equal to 1% of the outstanding capital stock of Parent (fully diluted) as of the date of grant (the “Shar es”). The Shares were granted pursuant to, and are subject to the terms and conditions of, a restricted stock agreement made as of March 8, 2021 between the Parent and the Employee (the “Restricted Stock Agreement” ). In particular , the Shares are subject to repurchase by the Parent in the constellations and pursuant to the terms as set out in the Restricted Stock Agreement (the “Repur chase Option” ). In accordance therewith, the Shares will be released from the Repurchase Option over a four year schedule, with 25% of the Shares being released on the first anniversary of the Restriction Commencement Date, as defined in the Restricted Stock Agreement, and the remaining portion of the Shares being released in 36 monthly instalments thereafter . \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 2/89. Expenses The Company shall cover all reasonable expenses (travel and hotel expenses, expenses for client invitations etc.) which arise in connection with the Employee’ s activities for the Company . The reimbursement of expenses is made against presentation of the relevant receipts. 10. Social Security Contributions The Employee and the Company shall each pay half of the contributions for AHV (Old Age and Survivors’ Insurance), IV (Invalidity Insurance), EO (Loss of Earnings) and ALV (Unemployment Insurance). The Employee’ s contributions are deducted by the Company from her gross salary . 11. Pension Plan The Employee shall participate in the Company’ s pension plan. The contributions and the benefits are determined by the rules and regulations of the pension plan, which will be established by the Company in due course. The Employee’ s contributions are deducted by the Company from her gross salary . 12. Illness In case of the Employee’ s inability to perform her duties under this Agreement due to illness, the Employee shall receive her salary according to the terms and conditions of the insurance for loss of earnings due to illness. The Company shall bear the costs for the insurance premiums. If an insurance for loss of earnings due to illness has not been entered into, the continuation of pay is determined by Art. 324a of the Swiss Code of Obligations. 13. Accident The Employee is insured for occupational as well as non-occupational accidents. The Company shall bear the costs for the insurance premiums. 14. Maternity Leave During maternity leave, the Company shall pay to the Employee the compensation for a period of 16 weeks. The Employee’ s compensation entitlement is determined in accordance with the Federal Law on Loss of Earnings and any relevant cantonal regulations. 15. Vacation The Employee is entitled to 4 weeks of paid vacation (20 working days) per year . \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 3/8The vacation dates shall be subject to the prior approval of the Chief Executive Of ficer. 16. Confidentiality , Trade Secr ets Due to her position within the Company , the Employee will have access to manufacturing and business secrets as well as to the Company’ s customer data. All manufacturing or trade secrets including customer base, technical, or ganizational and financial information and all other information directly or indirectly related to the business of the Company or to the business of any customer of the Company , which is disclosed to the Employee by the Company or any of its employees and of which the Employee becomes aware during the employment with the Company , shall be treated as confidential information. At all times, both during the employment and after the termination thereof, the Employee shall keep such information confidential and shall refrain from disclosing it or using it in any way for her own benefit or for the benefit of any person other than the Company . 17. Intellectual Pr operty Rights Inventions, designs, developments and improvements which the Employee makes in performing her services for the Company and in fulfillment of her contractual duties or to which the Employee contributes belong to the Company , regardless of their protectability . Inventions and designs which the Employee makes in performing her services for the Company but not in performing her contractual duties or to which the Employees contributes are assigned to the Company without further formalities. The Employee shall inform the Company of such inventions or designs. The Company shall inform the Employee in writing within 6 months whether it wishes to keep the rights to the invention or the design or to release them to the Employee. In case that the invention or the design is not released to the Employee, the Company shall pay her an appropriate compensation within the meaning of Art. 332 (4) of the Swiss Code of Obligations. Any copyrights (drafts, models, plans, drawings, texts) which the Employee creates in performing her services for the Company , whether or not in performing her contractual duties, including the right to uses not yet known at this time, are transferred completely and exclusively to the Company . The Employee agrees to immediately inform the Company in writing about the creation of all intellectual property rights of the kind mentioned in paragraphs 1 to 3 above. The Employee further agrees to issue all statements and provide all documents the Company may require to claim, enforce and/or exercise the afore-mentioned rights. 18. Non-Competition During the term of employment and for a period of one year immediately following the termination of such employment (the “Non-Competition Restricted Period” ), the Employee will not in the territory of Switzerland and Germany , directly or indirectly , for her own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in the business; \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 4/8(ii) own, finance, or invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the business in any capacity (whether as an employee, consultant, contractor , partner , officer, director , or otherwise) (x) which involves the same or similar types of services that the Employee performed for the Company at any time during the last two years of her employment with the Company or (y) in which the Employee could reasonably be expected to use or disclose confidential information. In case of violation of this non-competition clause, the Employee shall pay to the Company liquidated damages in an amount of 50% of the annual base salary for each instance of violation. The payment of liquidated damages shall not dischar ge the Employee from observing this non-competition undertaking. In addition to the payment of liquidated damages and further damages incurred by the Company , the Company shall have the right to request Employee, by way of specific performance, to cease any activity which violates this non-competition provision and to apply to the courts for provisional measures (injunctive relief). 19. Compensation for Non-Compete For the term of the post-contractual non-compete according to Section 19 the Company shall pay to the Employee a monthly compensation equal to 100 % of her monthly gross salary . The Company may at any time until the last day of employment waive compliance with the post- contractual non-compete. In this case no compensation will be owed to the Employee. Following the termination date the Company may only waive compliance with the non-compete subject to a notice period of three months. The Company shall have the right to deduct from its compensation any income which the Employee receives during the non-compete as salary or from any self-employed activity . For this purpose, the Employee upon request of the Company shall disclose and document her income either from a new employment or from any self-employed activity . If the Employee fails to comply with such request, she shall forego the right to any compensation, but shall remain bound by the non-compete. During the term of any breach of the post-contractual non-compete, the Company shall be released from its obligation to make any compensation payment. The Employee shall reimburse the Company for any compensation that she received wrongfully . 20. Non-Solicitation The Employee shall for the term of one year following the termination if this Agreement not solicit any customers of the Company or of any af filiated group company to do business, provided that such business is identical, similar or otherwise competitive to the business of the Company or the Parent. \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 5/8The Employee shall for a period of one year following the termination of this Agreement not solicit any employee of the Company to exercise an activity for the Employee or a third party which is identical or similar to the activities she exercised in the employ of the Company . In case of violation of this non-solicitation provision, the Employee shall pay to the Company liquidated damages in an amount of 50% of the annual base salary for each breach. The payment of liquidated damages shall not dischar ge the Employee from complying with this non-solicitation provision. In addition to the payment of liquidated damages and further damages incurred by the Company , the Company shall have the right to request the Employee, by way of specific performance, to cease any activity which is in breach of this non-solicitation provision and to apply to the courts for provisional measures (injunctive relief). 21. Data Transfer The Company is part of an international group of companies. For purposes of properly administrating HR related data within the group, it may be necessary for the Company to transmit personnel data to group companies or third party service providers within or outside Switzerland. The Employee expressly agrees to the transfer by the Company of her personnel data to any group company or any third party service provider that needs to access such data irrespective of whether it is based within or outside Switzerland. 22. Miscellaneous Amendments to this Agreement shall only be valid if made in writing. 23. Applicable Law This Agreement is subject to Swiss law . 24. Annexes The agreements and regulations attached to this Agreement, as amended from time to time, form an integral part of this Agreement. \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 6/8Place, Date: Cambridge, Massachusetts, USA 02139 HilleV ax GmbH Name: Paul Bavier Function: Chief Administrative Of ficer, General Counsel, and Secretary Place, Date Astrid Borkowski \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 7/816/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 8/8" }, { "role": "assistant", "content": "{\"clause_text\": \"Employee shall receive an annual base salary of $400,000 payable in regular installments.\", \"clause_type\": \"Salary\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Base salary clearly defined and paid regularly.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 7 hlvx-ex10_10.htm EX-10.10 Exhibit 10.10 6 January 2023 AMENDED AND REST ATED EMPLOYMENT AGREEMENT between HilleV ax GmbH c/o Lenz & Staehelin Aktiengesellschaft Brandschenkstrasse 24 8027 Zurich (the “Company” ) and Astrid Borkowski (the “ Employee” ) 1. Position and Responsibilities The Employee is employed as Chief Medical Of ficer of the Company . The Company has the right to assign other duties and responsibilities to the Employee which are in accordance with the Employee’ s education and skills. The principal place of work is Zurich. Based on her position as Chief Medical Of ficer, the Employee will be required to perform some of her functions and activities in a place other than the principal place of work. In particular , the Employee agrees to perform some of her services at the of fices of the Company’ s parent entity , Hillevax, Inc. (the “Par ent”) in the Greater Boston area in Massachusetts, USA, where she is expected to work approximately two weeks out of every month. 2. Reporting The Employee shall report to the chief executive of ficer of HilleV ax, Inc. (the “Chief Executive Officer” ). 3. Conflicts of Inter ests The Employee shall not engage in any activities which might lead to a conflict of interests with respect to her position with the Company or the Parent. In particular , the Employee shall refrain from operating, working for , or participating in any business which competes with the Company or the Parent. \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 1/8Investments in companies competing or doing business with the Company are subject to the prior consent of the Parent. 4. Effective Date and Term This Agreement, as amended and restated, is ef fective as of January 6, 2023. This Agreement is concluded for an indefinite term. It may be terminated by either party upon nine months’ notice, effective as of the end of the month. 5. Working Hours, Part-T ime Activities The Employee shall devote her full working capacity exclusively to the Company . The Employee shall not engage in any professional part-time activities, whether or not remunerated, without prior written consent of the Parent. Other part-time activities require the written consent of the Parent if they involve the use of the Company’ s infrastructure and/or personnel. 6. Base Salary Effective January 1, 2023, the Employee’ s gross base salary amounts to CHF 495,000 per year , payable in 12 monthly installments at the end of each month. This amount includes all compensation for overtime. 7. Discr etionary Annual Bonus The Employee may receive an annual tar get bonus of 45% of the annual base salary . The terms regarding eligibility and payment of any bonus shall be in the absolute discretion of the Board of Directors of the Company . 8. Equity Incentive Plan The Employee was granted a number of shares of the Parent’ s common stock equal to 1% of the outstanding capital stock of Parent (fully diluted) as of the date of grant (the “Shar es”). The Shares were granted pursuant to, and are subject to the terms and conditions of, a restricted stock agreement made as of March 8, 2021 between the Parent and the Employee (the “Restricted Stock Agreement” ). In particular , the Shares are subject to repurchase by the Parent in the constellations and pursuant to the terms as set out in the Restricted Stock Agreement (the “Repur chase Option” ). In accordance therewith, the Shares will be released from the Repurchase Option over a four year schedule, with 25% of the Shares being released on the first anniversary of the Restriction Commencement Date, as defined in the Restricted Stock Agreement, and the remaining portion of the Shares being released in 36 monthly instalments thereafter . \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 2/89. Expenses The Company shall cover all reasonable expenses (travel and hotel expenses, expenses for client invitations etc.) which arise in connection with the Employee’ s activities for the Company . The reimbursement of expenses is made against presentation of the relevant receipts. 10. Social Security Contributions The Employee and the Company shall each pay half of the contributions for AHV (Old Age and Survivors’ Insurance), IV (Invalidity Insurance), EO (Loss of Earnings) and ALV (Unemployment Insurance). The Employee’ s contributions are deducted by the Company from her gross salary . 11. Pension Plan The Employee shall participate in the Company’ s pension plan. The contributions and the benefits are determined by the rules and regulations of the pension plan, which will be established by the Company in due course. The Employee’ s contributions are deducted by the Company from her gross salary . 12. Illness In case of the Employee’ s inability to perform her duties under this Agreement due to illness, the Employee shall receive her salary according to the terms and conditions of the insurance for loss of earnings due to illness. The Company shall bear the costs for the insurance premiums. If an insurance for loss of earnings due to illness has not been entered into, the continuation of pay is determined by Art. 324a of the Swiss Code of Obligations. 13. Accident The Employee is insured for occupational as well as non-occupational accidents. The Company shall bear the costs for the insurance premiums. 14. Maternity Leave During maternity leave, the Company shall pay to the Employee the compensation for a period of 16 weeks. The Employee’ s compensation entitlement is determined in accordance with the Federal Law on Loss of Earnings and any relevant cantonal regulations. 15. Vacation The Employee is entitled to 4 weeks of paid vacation (20 working days) per year . \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 3/8The vacation dates shall be subject to the prior approval of the Chief Executive Of ficer. 16. Confidentiality , Trade Secr ets Due to her position within the Company , the Employee will have access to manufacturing and business secrets as well as to the Company’ s customer data. All manufacturing or trade secrets including customer base, technical, or ganizational and financial information and all other information directly or indirectly related to the business of the Company or to the business of any customer of the Company , which is disclosed to the Employee by the Company or any of its employees and of which the Employee becomes aware during the employment with the Company , shall be treated as confidential information. At all times, both during the employment and after the termination thereof, the Employee shall keep such information confidential and shall refrain from disclosing it or using it in any way for her own benefit or for the benefit of any person other than the Company . 17. Intellectual Pr operty Rights Inventions, designs, developments and improvements which the Employee makes in performing her services for the Company and in fulfillment of her contractual duties or to which the Employee contributes belong to the Company , regardless of their protectability . Inventions and designs which the Employee makes in performing her services for the Company but not in performing her contractual duties or to which the Employees contributes are assigned to the Company without further formalities. The Employee shall inform the Company of such inventions or designs. The Company shall inform the Employee in writing within 6 months whether it wishes to keep the rights to the invention or the design or to release them to the Employee. In case that the invention or the design is not released to the Employee, the Company shall pay her an appropriate compensation within the meaning of Art. 332 (4) of the Swiss Code of Obligations. Any copyrights (drafts, models, plans, drawings, texts) which the Employee creates in performing her services for the Company , whether or not in performing her contractual duties, including the right to uses not yet known at this time, are transferred completely and exclusively to the Company . The Employee agrees to immediately inform the Company in writing about the creation of all intellectual property rights of the kind mentioned in paragraphs 1 to 3 above. The Employee further agrees to issue all statements and provide all documents the Company may require to claim, enforce and/or exercise the afore-mentioned rights. 18. Non-Competition During the term of employment and for a period of one year immediately following the termination of such employment (the “Non-Competition Restricted Period” ), the Employee will not in the territory of Switzerland and Germany , directly or indirectly , for her own benefit or for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in the business; \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 4/8(ii) own, finance, or invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the business in any capacity (whether as an employee, consultant, contractor , partner , officer, director , or otherwise) (x) which involves the same or similar types of services that the Employee performed for the Company at any time during the last two years of her employment with the Company or (y) in which the Employee could reasonably be expected to use or disclose confidential information. In case of violation of this non-competition clause, the Employee shall pay to the Company liquidated damages in an amount of 50% of the annual base salary for each instance of violation. The payment of liquidated damages shall not dischar ge the Employee from observing this non-competition undertaking. In addition to the payment of liquidated damages and further damages incurred by the Company , the Company shall have the right to request Employee, by way of specific performance, to cease any activity which violates this non-competition provision and to apply to the courts for provisional measures (injunctive relief). 19. Compensation for Non-Compete For the term of the post-contractual non-compete according to Section 19 the Company shall pay to the Employee a monthly compensation equal to 100 % of her monthly gross salary . The Company may at any time until the last day of employment waive compliance with the post- contractual non-compete. In this case no compensation will be owed to the Employee. Following the termination date the Company may only waive compliance with the non-compete subject to a notice period of three months. The Company shall have the right to deduct from its compensation any income which the Employee receives during the non-compete as salary or from any self-employed activity . For this purpose, the Employee upon request of the Company shall disclose and document her income either from a new employment or from any self-employed activity . If the Employee fails to comply with such request, she shall forego the right to any compensation, but shall remain bound by the non-compete. During the term of any breach of the post-contractual non-compete, the Company shall be released from its obligation to make any compensation payment. The Employee shall reimburse the Company for any compensation that she received wrongfully . 20. Non-Solicitation The Employee shall for the term of one year following the termination if this Agreement not solicit any customers of the Company or of any af filiated group company to do business, provided that such business is identical, similar or otherwise competitive to the business of the Company or the Parent. \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 5/8The Employee shall for a period of one year following the termination of this Agreement not solicit any employee of the Company to exercise an activity for the Employee or a third party which is identical or similar to the activities she exercised in the employ of the Company . In case of violation of this non-solicitation provision, the Employee shall pay to the Company liquidated damages in an amount of 50% of the annual base salary for each breach. The payment of liquidated damages shall not dischar ge the Employee from complying with this non-solicitation provision. In addition to the payment of liquidated damages and further damages incurred by the Company , the Company shall have the right to request the Employee, by way of specific performance, to cease any activity which is in breach of this non-solicitation provision and to apply to the courts for provisional measures (injunctive relief). 21. Data Transfer The Company is part of an international group of companies. For purposes of properly administrating HR related data within the group, it may be necessary for the Company to transmit personnel data to group companies or third party service providers within or outside Switzerland. The Employee expressly agrees to the transfer by the Company of her personnel data to any group company or any third party service provider that needs to access such data irrespective of whether it is based within or outside Switzerland. 22. Miscellaneous Amendments to this Agreement shall only be valid if made in writing. 23. Applicable Law This Agreement is subject to Swiss law . 24. Annexes The agreements and regulations attached to this Agreement, as amended from time to time, form an integral part of this Agreement. \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 6/8Place, Date: Cambridge, Massachusetts, USA 02139 HilleV ax GmbH Name: Paul Bavier Function: Chief Administrative Of ficer, General Counsel, and Secretary Place, Date Astrid Borkowski \|US-DOCS\\\\138581484.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 7/816/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036020 8/8" }, { "role": "assistant", "content": "{\"clause_text\": \"The company may terminate employment without advance notice or reason.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Fails to comply with fair dismissal and notice period requirements.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 6 hlvx-ex10_9.htm EX-10.9 Exhibit 10.9 HILLEVAX, INC. January 6, 2023 Shane Maltbie \\t Re:\\tAmended and Restated Employment Offer Letter Dear Shane: \\tHilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer letter between the Company and you that was dated November 16, 2021 (the “Prior Agreement”). • DUTIES . You shall serve and shall perform such duties as are customarily associated with the position of Chief Financial Officer and Treasurer and such other duties as are assigned to you by your supervisor, the Chief Executive Officer of the Company (the “Supervising Officer”). Your job duties and responsibilities may change from time to time, without advance notice, in the sole discretion of the Company. You shall perform your services on a full- time basis from the Company’s offices in the Greater Boston, Massachusetts area. This is an exempt position. You shall devote your full working time and attention to the business affairs of the Company. • EXCLUSIVE SER VICES . During the term of your employment, you shall devote your full working time and attention to the business affairs of the Company. Subject to the terms of the Company’s form of Proprietary Information and Inventions Assignment Agreement, as described below, this shall not preclude you from (a) devoting time to personal and family investments, (b) participating in industry associations, or (c) serving on professional, educational, community and civic boards, provided such activities do not interfere with your duties to the Company, as determined in good faith by the Supervising Officer. You agree that you will not join any boards, other than professional, educational, community and civic boards (which do not interfere with your duties to the Company), without the prior approval of the Supervising Officer, which approval shall not be unreasonably withheld, and that you shall be limited to service on two outside boards, other than professional, educational, community and civic boards. • COMPENSA TION . Your initial compensation will be as follows: o BASE S ALAR Y . Effective January 1, 2023, you will receive an annual base salary of $430,000 for all hours worked, less taxes, authorized withholdings and other legally required deductions. You will be paid in accordance with the Company’s customary payroll procedures as established and modified from time-to-time. o ANNUAL B ONUS . In addition to your base salary, you may be eligible to earn, for each fiscal year of the Company ending during the term of your employment with the Company, an annual cash performance bonus under the Company’s bonus plan, as approved from time to time by the Board of Directors of the Company (the “Board”). Your target annual bonus will be forty percent (40%) of your base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”). Your actual annual bonus will be determined on the basis of your and/or the Company’s attainment of financial or other performance criteria established by the Board or its designee in accordance with the terms and conditions of such bonus 1 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 1/15 plan. You must be employed by the Company on the date of payment of such annual bonus in order to be eligible to receive such annual bonus. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether the Company pays you an annual bonus and the amount of any such annual bonus will be determined by the Company in its sole discretion. o BENEFITS . You shall be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and conditions of such plans. You will also be entitled to vacation and/or paid time off each year in accordance with Company policy and all holidays observed by the Company each year. The Company reserves the right to change compensation and benefits provided to its employees from time to time in its discretion. o WITHHOLDING . All amounts payable to you will be subject to appropriate payroll deductions and withholdings. • EXPENSES . You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s standard policies. • SEVERANCE . o ACCRUED O BLIGA TIONS . If your employment terminates for any reason, you are entitled to your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any accrued but unpaid paid time off and any continuation of benefits required by applicable law (the “Accrued Obligations”). o NON-CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (and other than by reason of your death or disability) or you resign for Good Reason (either such termination, a “Qualifying Termination”), and such Qualifying Termination does not occur during the Change in Control Period (as defined below), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the “Non-CIC Severance Benefits”): ▪ \\tAn amount equal to 9 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 2 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 2/15 9 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); provided, if upon your termination you are also eligible for Garden Leave Payments under the Proprietary Information and Inventions Assignment Agreement (as such term is defined therein), then, in each pay period any base pay provided in this subsection will be reduced by the amount of such Garden Leave Payments paid in such pay period; ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ \\tFor the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the 3 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 3/15 payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and ▪ \\tNotwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award. o CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, if your Qualifying Termination occurs during the Change in Control Period, you shall be entitled to receive, as the sole severance benefits to which you are entitled and in lieu of any Non-CIC Severance Benefits, the benefits provided below (the “CIC Severance Benefits”) (and for the avoidance of doubt: (a) in no event will you be entitled to both the Non-CIC Severance Benefits and the CIC Severance Benefits, and (b) if the Company has commenced providing the Non-CIC Severance Benefits to you prior to the date that you become eligible to receive the CIC Severance Benefits, the Non-CIC Severance Benefits previously provided to you shall reduce the CIC Severance Benefits provided below by the amount of such Non-CIC Severance Benefits already provided to you): ▪ An amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); provided, if upon your termination you are also eligible for Garden Leave Payments under the Proprietary Information and Inventions Assignment Agreement (as such term is defined therein), then, in each pay period any base pay provided in this 4 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 4/15 subsection will be reduced by the amount of such Garden Leave Payments paid in such pay period; ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ For the 12 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under COBRA expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “CIC COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of Code, or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the CIC COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and ▪ Notwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, any unvested Stock Awards then held 5 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 5/15 by you will vest on the effective date of your Release. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award. ▪ \\tNotwithstanding the foregoing, for the avoidance of doubt, if you resign for Good Reason and are eligible for the garden leave payments under Section 6.1(c) of the Proprietary Information and Inventions Assignment Agreement, then, during any pay period during the severance period described above during which you are eligible to be paid a cash severance payment as described in the first bullet above under this “CIC Severance Benefits” section, such cash severance payment shall be reduced by the amount of any such garden leave payments in each such pay period. o As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a separation agreement containing a release of all claims in favor of the Company, a post-termination non-competition covenant generally consistent with Section 6.1(a) of the Proprietary Information and Inventions Assignment Agreement, and other customary terms (the “Release”), in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits. o For purposes of this Agreement, “Cause” means any of the following: (a) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) your conviction of, or plea of “guilty” or “no contest” to, a non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part; (e) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the lawful instructions given to you by the Board, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (e) shall not permit the Company to terminate your employment for Cause solely because of (i) your failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company’s dissatisfaction with the quality of services provided by you in the good faith performance of your duties to the Company; or (f) your willful, material breach of any material Company policy or any material provision of this Agreement or the Proprietary Information and Inventions Assignment Agreement. Prior to the 6 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 6/15 determination that “Cause” under clauses (d), (e) or (f) has occurred, the Company shall (i) provide to you in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (e) above which specifies the applicable period of time for you to remedy your breach, afford you a reasonable opportunity to remedy any such breach, (iii) provide you an opportunity to be heard prior to the final decision to terminate your employment hereunder for such “Cause” and (iv) make any decision that such “Cause” exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. o For purposes of this Agreement, “Change in Control” shall mean (a) a merger or consolidation of the Company with or into any other corporation or other entity or person, (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (i) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (iii) an initial public offering of any of the Company’s securities or any other transaction or series of related transactions principally for bona fide equity financing purposes; (iv) a reincorporation of the Company solely to change its jurisdiction; or (v) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. If a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. o For purposes of this Agreement, “Change in Control Period” means the 24 months following a Change in Control. o For purposes of this Agreement, “Good Reason” means any of the following without your written consent: (a) a material diminution in your authority, duties or 7 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 7/15 responsibilities; (b) a material diminution in your base compensation (and you and the Company agree that any diminution of 10% or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in your base compensation), unless such a reduction is imposed across-the-board to senior management of the Company; (c) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location that increases your one-way commute from your residence by more than 50 miles as compared to your principal place of employment prior to such relocation shall be considered material for this purpose); or (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to you under this Agreement. You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 60 days of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period. o For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. o To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to your “termination of employment” shall mean your “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this paragraph shall be paid or distributed to 8 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 8/15 you in a lump sum on the earlier of (a) the date that is 6 months and one day following your Separation from Service, (b) the date of your death or (c) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. o To the extent that the payments or benefits under this Agreement are “non- qualified deferred compensation” subject to Section 409A of the Code, if the period during which you may deliver the Release required hereunder spans two calendar years, the payment of your post- termination benefits shall occur (or commence) on the later of (a) January 1 of the second calendar year, or (b) the first regularly-scheduled payroll date following the date your Release becomes effective. o Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. • COMP ANY P OLICIES A ND P ROPRIET ARY I NFO RMA TION AND I NVENTIONS A SSIGNMENT A GREEMENT . As an employee of the Company, you shall be expected to abide by all of the Company’s policies and procedures and the Company’s employee handbook, if any. You and the Company have entered into a Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit A, which shall survive termination of your employment with the Company and the termination of the Proprietary Information and Inventions Assignment Agreement. You reaffirm your obligations under the Proprietary Information and Inventions Assignment Agreement and acknowledge that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions Assignment Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. Any references in your Proprietary Information and Inventions Assignment Agreement to the Prior Agreement shall be deemed to be amended to refer to this Agreement. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or procedures described in the employee handbook, if any, or as otherwise communicated to you, in whole or part, at any time, with or without notice. • BEST P AY P ROVISION . oIn the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions 9 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 9/15 attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner. oAll determinations regarding the application of the paragraph above shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this “Best Pay Provision” section shall be done by the 280G Firm. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from 10 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 10/15 either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company. • EMPLOYMENT T ERMS . As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law. • OTHER A GREEMENTS . You represent and agree that your performance of your duties for the Company shall not violate any agreements, obligations or understandings that you may have with any third party or prior employer. Without limiting the foregoing, you represent and agree that you are not bound by any non-compete or non- solicitation agreement or any other type of agreement that would prohibit your employment with the Company. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. In the event that you wish to undertake a business activity outside the scope of your employment by the Company, which activity you believe entails no conflict with the Company’s activities, you agree to inform the Company of your intentions before the initiation of such outside business activity, and you furthermore agree to abide by the Company’s decision as to whether or not there is no conflict. If, in the Company’s sole determination, a conflict exists or is likely to develop, you agree not to undertake such outside business activity. • AT- WILL E MPLOYMENT . Your employment with the Company will be “at-will” at all times, including after your introductory, probationary period, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This Agreement in no way represents a fixed-term employment contract. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. • NON-I NTERFERENCE . While employed by the Company, and for one (1) year immediately following the date on which you terminate employment or otherwise cease providing services to the Company, you agree not to interfere with the business of the Company by (a) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (b) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. The foregoing restrictions shall not apply with respect to the bona fide hiring and firing of Company personnel to the extent such acts are part of your duties for Company. Your duties under this 11 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 11/15 paragraph shall survive termination of your employment with the Company and the termination of this Agreement. • REASONABLENESS OF T ERMS . You agree that the terms contained in the “Other Agreements” and “Non- Interference” paragraphs above are reasonable in all respects and that the restrictions contained therein are designed to protect the Company against unfair competition. In the event a court determines that any of the terms or provisions of this Agreement are unreasonable, the court may limit the application of any provision or term, or modify any provision or term, and proceed to enforce this Agreement as so limited or modified. • GOVERNING L AW ; J URISDICTION AND V ENUE . This Agreement, for all purposes, shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts-of-law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in Boston, Massachusetts. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. • 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. • SUCCESSORS AND A SSIGNS . This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably. • ENTIRE A GREEMENT . This Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein and therein. This Agreement and the Proprietary Information and Inventions Assignment Agreement supersede any other such promises, obligations, warranties, representations or agreements between you and the Company, and you agree that any and all such prior promises, obligations, warranties, representations and agreements are hereby terminated, including, without limitation, any consulting agreement between you and the Company, with the exception of any confidentiality, inventions assignment, nonsolicitation or other restrictive covenants set forth in such consulting agreement, which shall survive the termination of such agreement. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but not limited to, the Prior Agreement. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company. 12 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 12/15 \\tIf you choose to accept this Agreement under the terms described above, please acknowledge your acceptance by returning a signed copy of this letter. Sincerely, HilleVax, Inc. \\t\\t\\t\\t\\t\\t\\t Name:\\tRob Hershberg Title: \\tCEO Agreed and Accepted: \\tI have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge. \\t\\tDate: \\tJanuary 6, 2023\\t\\t\\t\\t Shane Maltbie Attachments:\\t\\tProprietary Information and Inventions Assignment Agreement 13 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 13/15 EXHIBIT A Proprietary Information and Inventions Assignment Agreement 14 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 14/1516/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 15/15" }, { "role": "assistant", "content": "{\"clause_text\": \"All intellectual property created by the employee shall be owned by the company.\", \"clause_type\": \"Intellectual Property\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Standard clause protecting employer's ownership of work-related creations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 6 hlvx-ex10_9.htm EX-10.9 Exhibit 10.9 HILLEVAX, INC. January 6, 2023 Shane Maltbie \\t Re:\\tAmended and Restated Employment Offer Letter Dear Shane: \\tHilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer letter between the Company and you that was dated November 16, 2021 (the “Prior Agreement”). • DUTIES . You shall serve and shall perform such duties as are customarily associated with the position of Chief Financial Officer and Treasurer and such other duties as are assigned to you by your supervisor, the Chief Executive Officer of the Company (the “Supervising Officer”). Your job duties and responsibilities may change from time to time, without advance notice, in the sole discretion of the Company. You shall perform your services on a full- time basis from the Company’s offices in the Greater Boston, Massachusetts area. This is an exempt position. You shall devote your full working time and attention to the business affairs of the Company. • EXCLUSIVE SER VICES . During the term of your employment, you shall devote your full working time and attention to the business affairs of the Company. Subject to the terms of the Company’s form of Proprietary Information and Inventions Assignment Agreement, as described below, this shall not preclude you from (a) devoting time to personal and family investments, (b) participating in industry associations, or (c) serving on professional, educational, community and civic boards, provided such activities do not interfere with your duties to the Company, as determined in good faith by the Supervising Officer. You agree that you will not join any boards, other than professional, educational, community and civic boards (which do not interfere with your duties to the Company), without the prior approval of the Supervising Officer, which approval shall not be unreasonably withheld, and that you shall be limited to service on two outside boards, other than professional, educational, community and civic boards. • COMPENSA TION . Your initial compensation will be as follows: o BASE S ALAR Y . Effective January 1, 2023, you will receive an annual base salary of $430,000 for all hours worked, less taxes, authorized withholdings and other legally required deductions. You will be paid in accordance with the Company’s customary payroll procedures as established and modified from time-to-time. o ANNUAL B ONUS . In addition to your base salary, you may be eligible to earn, for each fiscal year of the Company ending during the term of your employment with the Company, an annual cash performance bonus under the Company’s bonus plan, as approved from time to time by the Board of Directors of the Company (the “Board”). Your target annual bonus will be forty percent (40%) of your base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”). Your actual annual bonus will be determined on the basis of your and/or the Company’s attainment of financial or other performance criteria established by the Board or its designee in accordance with the terms and conditions of such bonus 1 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 1/15 plan. You must be employed by the Company on the date of payment of such annual bonus in order to be eligible to receive such annual bonus. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether the Company pays you an annual bonus and the amount of any such annual bonus will be determined by the Company in its sole discretion. o BENEFITS . You shall be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and conditions of such plans. You will also be entitled to vacation and/or paid time off each year in accordance with Company policy and all holidays observed by the Company each year. The Company reserves the right to change compensation and benefits provided to its employees from time to time in its discretion. o WITHHOLDING . All amounts payable to you will be subject to appropriate payroll deductions and withholdings. • EXPENSES . You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s standard policies. • SEVERANCE . o ACCRUED O BLIGA TIONS . If your employment terminates for any reason, you are entitled to your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any accrued but unpaid paid time off and any continuation of benefits required by applicable law (the “Accrued Obligations”). o NON-CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (and other than by reason of your death or disability) or you resign for Good Reason (either such termination, a “Qualifying Termination”), and such Qualifying Termination does not occur during the Change in Control Period (as defined below), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the “Non-CIC Severance Benefits”): ▪ \\tAn amount equal to 9 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 2 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 2/15 9 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); provided, if upon your termination you are also eligible for Garden Leave Payments under the Proprietary Information and Inventions Assignment Agreement (as such term is defined therein), then, in each pay period any base pay provided in this subsection will be reduced by the amount of such Garden Leave Payments paid in such pay period; ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ \\tFor the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the 3 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 3/15 payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and ▪ \\tNotwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award. o CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, if your Qualifying Termination occurs during the Change in Control Period, you shall be entitled to receive, as the sole severance benefits to which you are entitled and in lieu of any Non-CIC Severance Benefits, the benefits provided below (the “CIC Severance Benefits”) (and for the avoidance of doubt: (a) in no event will you be entitled to both the Non-CIC Severance Benefits and the CIC Severance Benefits, and (b) if the Company has commenced providing the Non-CIC Severance Benefits to you prior to the date that you become eligible to receive the CIC Severance Benefits, the Non-CIC Severance Benefits previously provided to you shall reduce the CIC Severance Benefits provided below by the amount of such Non-CIC Severance Benefits already provided to you): ▪ An amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); provided, if upon your termination you are also eligible for Garden Leave Payments under the Proprietary Information and Inventions Assignment Agreement (as such term is defined therein), then, in each pay period any base pay provided in this 4 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 4/15 subsection will be reduced by the amount of such Garden Leave Payments paid in such pay period; ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ For the 12 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under COBRA expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “CIC COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of Code, or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the CIC COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and ▪ Notwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, any unvested Stock Awards then held 5 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 5/15 by you will vest on the effective date of your Release. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award. ▪ \\tNotwithstanding the foregoing, for the avoidance of doubt, if you resign for Good Reason and are eligible for the garden leave payments under Section 6.1(c) of the Proprietary Information and Inventions Assignment Agreement, then, during any pay period during the severance period described above during which you are eligible to be paid a cash severance payment as described in the first bullet above under this “CIC Severance Benefits” section, such cash severance payment shall be reduced by the amount of any such garden leave payments in each such pay period. o As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a separation agreement containing a release of all claims in favor of the Company, a post-termination non-competition covenant generally consistent with Section 6.1(a) of the Proprietary Information and Inventions Assignment Agreement, and other customary terms (the “Release”), in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits. o For purposes of this Agreement, “Cause” means any of the following: (a) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) your conviction of, or plea of “guilty” or “no contest” to, a non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part; (e) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the lawful instructions given to you by the Board, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (e) shall not permit the Company to terminate your employment for Cause solely because of (i) your failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company’s dissatisfaction with the quality of services provided by you in the good faith performance of your duties to the Company; or (f) your willful, material breach of any material Company policy or any material provision of this Agreement or the Proprietary Information and Inventions Assignment Agreement. Prior to the 6 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 6/15 determination that “Cause” under clauses (d), (e) or (f) has occurred, the Company shall (i) provide to you in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (e) above which specifies the applicable period of time for you to remedy your breach, afford you a reasonable opportunity to remedy any such breach, (iii) provide you an opportunity to be heard prior to the final decision to terminate your employment hereunder for such “Cause” and (iv) make any decision that such “Cause” exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. o For purposes of this Agreement, “Change in Control” shall mean (a) a merger or consolidation of the Company with or into any other corporation or other entity or person, (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (i) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (iii) an initial public offering of any of the Company’s securities or any other transaction or series of related transactions principally for bona fide equity financing purposes; (iv) a reincorporation of the Company solely to change its jurisdiction; or (v) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. If a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. o For purposes of this Agreement, “Change in Control Period” means the 24 months following a Change in Control. o For purposes of this Agreement, “Good Reason” means any of the following without your written consent: (a) a material diminution in your authority, duties or 7 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 7/15 responsibilities; (b) a material diminution in your base compensation (and you and the Company agree that any diminution of 10% or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in your base compensation), unless such a reduction is imposed across-the-board to senior management of the Company; (c) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location that increases your one-way commute from your residence by more than 50 miles as compared to your principal place of employment prior to such relocation shall be considered material for this purpose); or (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to you under this Agreement. You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 60 days of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period. o For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. o To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to your “termination of employment” shall mean your “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this paragraph shall be paid or distributed to 8 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 8/15 you in a lump sum on the earlier of (a) the date that is 6 months and one day following your Separation from Service, (b) the date of your death or (c) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. o To the extent that the payments or benefits under this Agreement are “non- qualified deferred compensation” subject to Section 409A of the Code, if the period during which you may deliver the Release required hereunder spans two calendar years, the payment of your post- termination benefits shall occur (or commence) on the later of (a) January 1 of the second calendar year, or (b) the first regularly-scheduled payroll date following the date your Release becomes effective. o Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. • COMP ANY P OLICIES A ND P ROPRIET ARY I NFO RMA TION AND I NVENTIONS A SSIGNMENT A GREEMENT . As an employee of the Company, you shall be expected to abide by all of the Company’s policies and procedures and the Company’s employee handbook, if any. You and the Company have entered into a Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit A, which shall survive termination of your employment with the Company and the termination of the Proprietary Information and Inventions Assignment Agreement. You reaffirm your obligations under the Proprietary Information and Inventions Assignment Agreement and acknowledge that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions Assignment Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. Any references in your Proprietary Information and Inventions Assignment Agreement to the Prior Agreement shall be deemed to be amended to refer to this Agreement. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or procedures described in the employee handbook, if any, or as otherwise communicated to you, in whole or part, at any time, with or without notice. • BEST P AY P ROVISION . oIn the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions 9 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 9/15 attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner. oAll determinations regarding the application of the paragraph above shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this “Best Pay Provision” section shall be done by the 280G Firm. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from 10 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 10/15 either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company. • EMPLOYMENT T ERMS . As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law. • OTHER A GREEMENTS . You represent and agree that your performance of your duties for the Company shall not violate any agreements, obligations or understandings that you may have with any third party or prior employer. Without limiting the foregoing, you represent and agree that you are not bound by any non-compete or non- solicitation agreement or any other type of agreement that would prohibit your employment with the Company. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. In the event that you wish to undertake a business activity outside the scope of your employment by the Company, which activity you believe entails no conflict with the Company’s activities, you agree to inform the Company of your intentions before the initiation of such outside business activity, and you furthermore agree to abide by the Company’s decision as to whether or not there is no conflict. If, in the Company’s sole determination, a conflict exists or is likely to develop, you agree not to undertake such outside business activity. • AT- WILL E MPLOYMENT . Your employment with the Company will be “at-will” at all times, including after your introductory, probationary period, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This Agreement in no way represents a fixed-term employment contract. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. • NON-I NTERFERENCE . While employed by the Company, and for one (1) year immediately following the date on which you terminate employment or otherwise cease providing services to the Company, you agree not to interfere with the business of the Company by (a) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (b) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. The foregoing restrictions shall not apply with respect to the bona fide hiring and firing of Company personnel to the extent such acts are part of your duties for Company. Your duties under this 11 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 11/15 paragraph shall survive termination of your employment with the Company and the termination of this Agreement. • REASONABLENESS OF T ERMS . You agree that the terms contained in the “Other Agreements” and “Non- Interference” paragraphs above are reasonable in all respects and that the restrictions contained therein are designed to protect the Company against unfair competition. In the event a court determines that any of the terms or provisions of this Agreement are unreasonable, the court may limit the application of any provision or term, or modify any provision or term, and proceed to enforce this Agreement as so limited or modified. • GOVERNING L AW ; J URISDICTION AND V ENUE . This Agreement, for all purposes, shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts-of-law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in Boston, Massachusetts. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. • 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. • SUCCESSORS AND A SSIGNS . This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably. • ENTIRE A GREEMENT . This Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein and therein. This Agreement and the Proprietary Information and Inventions Assignment Agreement supersede any other such promises, obligations, warranties, representations or agreements between you and the Company, and you agree that any and all such prior promises, obligations, warranties, representations and agreements are hereby terminated, including, without limitation, any consulting agreement between you and the Company, with the exception of any confidentiality, inventions assignment, nonsolicitation or other restrictive covenants set forth in such consulting agreement, which shall survive the termination of such agreement. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but not limited to, the Prior Agreement. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company. 12 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 12/15 \\tIf you choose to accept this Agreement under the terms described above, please acknowledge your acceptance by returning a signed copy of this letter. Sincerely, HilleVax, Inc. \\t\\t\\t\\t\\t\\t\\t Name:\\tRob Hershberg Title: \\tCEO Agreed and Accepted: \\tI have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge. \\t\\tDate: \\tJanuary 6, 2023\\t\\t\\t\\t Shane Maltbie Attachments:\\t\\tProprietary Information and Inventions Assignment Agreement 13 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 13/15 EXHIBIT A Proprietary Information and Inventions Assignment Agreement 14 \|US-DOCS\\\\138581475.1\|\|16/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 14/1516/04/2025, 06:43 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036019 15/15" }, { "role": "assistant", "content": "{\"clause_text\": \"No overtime shall be compensated regardless of hours worked.\", \"clause_type\": \"Overtime\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Contradicts statutory requirement for overtime compensation.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 5 hlvx-ex10_8.htm EX-10.8 Exhibit 10.8 HilleVax, Inc. January 6, 2023 David Socks Re:\\tSecond Amended and Restated Employment Offer Letter Dear Mr. Socks: \\tHilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this second amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the amended and restated offer letter between the Company and you that was dated March 1, 2021 (the “Prior Agreement”). •DUTIES . You shall serve and shall perform such duties as are customarily associated with the position of Chief Business Officer, including oversight and management of the Company’s business development and strategy functions, and such other duties as are assigned to you by your supervisor, the Chief Executive Officer of the Company. You shall perform your services from your home office in Encinitas, California. This is an exempt position. You shall devote at least fifty percent (50%) of your working time and attention to the business affairs of the Company. •COMPENSA TION . Your initial compensation will be as follows: o BASE S ALAR Y . Effective January 1, 2023, you will receive an annual base salary of $238,500 for all hours worked, less taxes, authorized withholdings and other legally required deductions. You will be paid in accordance with the Company’s customary payroll procedures as established and modified from time-to-time. o ANNUAL B ONUS . In addition to your base salary, you may be eligible to earn, for each fiscal year of the Company ending during the term of your employment with the Company, an annual cash performance bonus under the Company’s bonus plan, as approved from time to time by the Board of Directors of the Company (the “Board”). Your target annual bonus will be forty-five percent (45%) of your base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”). Your actual annual bonus will be determined on the basis of your and/or the Company’s attainment of financial or other performance criteria established by the Board or its designee in accordance with the terms and conditions of such bonus plan. You must be employed by the Company on the date of payment of such annual bonus in order to be eligible to receive such annual bonus. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether the Company pays you an annual bonus and the amount of any such annual bonus will be determined by the Company in its sole discretion. o BENEFITS . You shall be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and conditions of such plans. You will also be entitled to vacation and/or paid time off each year in accordance with Company policy and all holidays observed by the Company each year. The Company 1 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 1/17 reserves the right to change compensation and benefits provided to its employees from time to time in its discretion. o WITHHOLDING . All amounts payable to you will be subject to appropriate payroll deductions and withholdings. •EXPENSES . You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s standard policies. • SEVERANCE . o ACCRUED O BLIGA TIONS . If your employment terminates for any reason, you are entitled to your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any accrued but unpaid paid time off and any continuation of benefits required by applicable law (the “Accrued Obligations”). o NON-CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (and other than by reason of your death or disability) or you resign for Good Reason (either such termination, a “Qualifying Termination”), and such Qualifying Termination does not occur during the Change in Control Period (as defined below), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the “Non- CIC Severance Benefits”): ▪ \\tAn amount equal to 9 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 9 months following your termination of employment in accordance with the Company’s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you 2 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 2/17 are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ \\tFor the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and ▪ \\tNotwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less 3 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 3/17 favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. o CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, if your Qualifying Termination occurs during the Change in Control Period, you shall be entitled to receive, as the sole severance benefits to which you are entitled and in lieu of any Non-CIC Severance Benefits, the benefits provided below (the “CIC Severance Benefits”) (and for the avoidance of doubt: (a) in no event will you be entitled to both the Non-CIC Severance Benefits and the CIC Severance Benefits, and (b) if the Company has commenced providing the Non-CIC Severance Benefits to you prior to the date that you become eligible to receive the CIC Severance Benefits, the Non-CIC Severance Benefits previously provided to you shall reduce the CIC Severance Benefits provided below by the amount of such Non-CIC Severance Benefits already provided to you): ▪ An amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company’s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ For the 12 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under COBRA expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “CIC COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to 4 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 4/17 have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of Code, or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the CIC COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and ▪ Notwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, any unvested Stock Awards then held by you will vest on the effective date of your Release. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. o O THER AGREEMENTS . If your employment terminates for any reason after December 31, 2023, other than by the Company for Cause or as a result of your death or following your Disability (as defined in the Stock Restriction Agreement), you will immediately become a consultant to the Company pursuant to the consulting agreement substantially in the form attached hereto as Exhibit A (the “Consulting Agreement”), and there will be no break in service for purposes of your Stock Awards or Founders’ Shares. If the Company does not enter into the Consulting Agreement for any reason and you experience an interruption in service to the Company following your termination of employment, such termination will be deemed to be a Qualifying Termination for purposes of the Stock Restriction Agreement entitling you to full vesting of any unvested Founders’ Shares on the date of such termination (but, for the avoidance of doubt, there will be no accelerated vesting of any Stock Awards unless your termination of employment constitutes a Qualifying Termination 5 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 5/17 under this Agreement). In addition, upon a termination of your employment or a termination of your service under the Consulting Agreement due to your death or following your Disability, any unvested Founders’ Shares will vest in full on the date of your termination (but, for the avoidance of doubt, there will be no accelerated vesting of any Stock Awards due to your death or following your Disability). The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan governing such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement or the Consulting Agreement. This Agreement amends the Stock Restriction Agreement to the extent the provisions contained herein are more favorable than those contained in the Stock Restriction Agreement. o As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a separation agreement containing a release of all claims in favor of the Company, a post-termination non-competition covenant generally consistent with Section 6.1(a) of the Proprietary Information and Inventions Assignment Agreement, and other customary terms (the “Release”), in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits. o For purposes of this Agreement, “Cause” means any of the following: (a) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) your conviction of, or plea of “guilty” or “no contest” to, a non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part; (e) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the reasonable and lawful instructions given to you by the Board, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (e) shall not permit the Company to terminate your employment for Cause solely because of (i) your failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company’s dissatisfaction with the quality of services provided by you in the good faith performance of your duties to the Company; or (f) your willful, material breach of any material Company policy or any material provision of this Agreement or the Proprietary Information and Inventions Assignment Agreement. Prior to the determination that “Cause” under clauses 6 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 6/17 (d), (e) or (f) has occurred, the Company shall (i) provide to you in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (e) above which specifies the applicable period of time for you to remedy your breach, afford you a reasonable opportunity to remedy any such breach, (iii) provide you an opportunity to be heard prior to the final decision to terminate your employment hereunder for such “Cause” and (iv) make any decision that such “Cause” exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. o For purposes of this Agreement, “Change in Control” shall mean (a) a merger or consolidation of the Company with or into any other corporation or other entity or person, (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (i) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (iii) an initial public offering of any of the Company’s securities or any other transaction or series of related transactions principally for bona fide equity financing purposes; (iv) a reincorporation of the Company solely to change its jurisdiction; or (v) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. If a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. o For purposes of this Agreement, “Change in Control Period” means the 24 months following a Change in Control. o For purposes of this Agreement, “Good Reason” means any of the following without your written consent: (a) a material diminution in your authority, duties 7 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 7/17 or responsibilities, including a requirement that you report to a corporate officer other than the Chief Executive Officer; (b) a material diminution in your base compensation (and you and the Company agree that any diminution of 10% or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in your base compensation), unless such a reduction is imposed across- the-board to senior management of the Company; (c) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location that increases your one-way commute from your residence by more than 50 miles as compared to your principal place of employment prior to such relocation shall be considered material for this purpose); or (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to you under this Agreement or the Stock Restriction Agreement. You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 6 months of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period. o For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, in each case, granted on or after January 1, 2023. In no event will Stock Awards include those shares (the “Founders’ Shares”) the vesting of which is governed by that certain Stock Restriction Agreement dated February 8, 2021, between you and the Company (the “Stock Restriction Agreement”). For the avoidance of doubt, your Qualifying Termination under this Agreement shall constitute a Qualifying Termination for purposes of the Stock Restriction Agreement. o To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to your “termination of employment” shall mean your “separation from service” (as defined in 8 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 8/17 Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2) (B)(i) of the Code, then such portion deferred pursuant to this paragraph shall be paid or distributed to you in a lump sum on the earlier of (a) the date that is 6 months and one day following your Separation from Service, (b) the date of your death or (c) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. o To the extent that the payments or benefits under this Agreement are “non- qualified deferred compensation” subject to Section 409A of the Code, if the period during which you may deliver the Release required hereunder spans two calendar years, the payment of your post- termination benefits shall occur (or commence) on the later of (a) January 1 of the second calendar year, or (b) the first regularly-scheduled payroll date following the date your Release becomes effective. o Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. •COMP ANY P OLICIES A ND P ROPRIET ARY I NFORMA TION AND I NVENTIONS A SSIGNMENT A GREEMENT . As an employee of the Company, you shall be expected to abide by all of the Company’s policies and procedures and the Company’s employee handbook, if any. You and the Company have entered into a Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit B, which shall survive termination of your employment with the Company and the termination of the Proprietary Information and Inventions Assignment Agreement. You reaffirm your obligations under the Proprietary Information and Inventions Assignment Agreement and acknowledge that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions Assignment Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. Any references in your Proprietary Information and Inventions Assignment Agreement to the Prior Agreement shall be deemed to be amended to refer to this Agreement. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or procedures described in the employee handbook, if any, or as otherwise communicated to you, in whole or part, at any time, with or without notice. •BEST P AY P ROVISION . 9 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 9/17 oIn the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner. oAll determinations regarding the application of the paragraph above shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” 10 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 10/17 (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this “Best Pay Provision” section shall be done by the 280G Firm. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company. •EMPLOYMENT T ERMS . As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law. •OTHER A GREEMENTS . You represent and agree that your performance of your duties for the Company shall not violate any agreements, obligations or understandings that you may have with any third party or prior employer. Without limiting the foregoing, you represent and agree that you are not bound by any non-compete or non-solicitation agreement or any other type of agreement that would prohibit your employment with the Company. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. In the event that you wish to undertake a business activity outside the scope of your employment by the Company, which activity you believe entails no conflict with the Company’s activities, you agree to inform the Company of your intentions before the initiation of such outside business activity, and you furthermore agree to abide by the Company’s decision as to whether or not there is no conflict. If, in the Company’s sole determination, a conflict exists or is likely to develop, you agree not to undertake such outside business activity. Notwithstanding the foregoing, the Company expressly acknowledges and agrees to your continued services to Phathom Pharmaceuticals, Inc. and further acknowledges and agrees that such continued services will not violate the terms of this Agreement. •AT- WILL E MPLOYMENT . Your employment with the Company will be “at-will” at all times, including after your introductory, probationary period, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This Agreement in no way represents a fixed-term employment contract. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your 11 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 11/17 employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. •NON-I NTERFERENCE . While employed by the Company, and for one (1) year immediately following the date on which you terminate employment or otherwise cease providing services to the Company, you agree not to interfere with the business of the Company by (a) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (b) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. The foregoing restrictions shall not apply with respect to the bona fide hiring and firing of Company personnel to the extent such acts are part of your duties for Company. Your duties under this paragraph shall survive termination of your employment with the Company and the termination of this Agreement. •REASONABLENESS OF T ERMS . You agree that the terms contained in the “Other Agreements” and “Non- Interference” paragraphs above are reasonable in all respects and that the restrictions contained therein are designed to protect the Company against unfair competition. In the event a court determines that any of the terms or provisions of this Agreement are unreasonable, the court may limit the application of any provision or term, or modify any provision or term, and proceed to enforce this Agreement as so limited or modified. •GOVERNING L AW ; J URISDICTION AND V ENU E . This Agreement, for all purposes, shall be construed in accordance with the laws of the State of California without regard to conflicts-of-law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in San Diego County, California. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. •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. •SUCCESSORS AND A SSIGNS . This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably. •ENTIRE A GREEMENT . This Agreement, the Stock Restriction Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein and therein. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but not limited to, the Prior 12 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 12/17 Agreement. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company. \\t 13 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 13/17 \\tIf you choose to accept this Agreement under the terms described above, please acknowledge your acceptance by returning a signed copy of this letter. Sincerely, HilleVax, Inc. \\t\\t\\t\\t\\t\\t\\t Name: Robert Hershberg Title: Chief Executive Officer Agreed and Accepted: \\tI have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above. \\t\\tDate: \\t\\tJanuary 6, 2023\\t\\t David Socks Attachments:\\t\\tConsulting Agreement \\t\\t\\tProprietary Information and Inventions Assignment Agreement 14 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 14/17 EXHIBIT A Consulting Agreement 15 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 15/17 EXHIBIT B Proprietary Information and Inventions Assignment Agreement 16 \|US-DOCS\\\\138338525.3\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 16/1716/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036018 17/17" }, { "role": "assistant", "content": "{\"clause_text\": \"Executive may participate in annual incentive bonus plan, subject to board discretion.\", \"clause_type\": \"Bonus\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Bonus eligibility is defined with board oversight, which is standard.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 4 hlvx-ex10_7.htm EX-10.7 Exhibit 10.7 HilleVax, Inc. January 6, 2023 Aditya Kohli, Ph.D. Re:\\tSecond Amended and Restated Employment Offer Letter Dear Dr. Kohli: \\tHilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this second amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the amended and restated offer letter between the Company and you that was dated March 1, 2021 (the “Prior Agreement”). •DUTIES . You shall serve and shall perform such duties as are customarily associated with the position of Chief Operating Officer, including oversight and management of the Company’s manufacturing, quality, regulatory and asset development functions, and such other duties as are assigned to you by your supervisor, the Chief Executive Officer of the Company (the “Supervising Officer”). You shall perform your services from your home office in Los Altos Hills, California. This is an exempt position. You shall devote at least seventy percent (70%) of your working time and attention to the business affairs of the Company. •COMPENSA TION . Your initial compensation will be as follows: o BASE S ALAR Y . Effective January 1, 2023, you will receive an annual base salary of $500,000 for all hours worked, less taxes, authorized withholdings and other legally required deductions. You will be paid in accordance with the Company’s customary payroll procedures as established and modified from time-to-time. o ANNUAL B ONUS . In addition to your base salary, you may be eligible to earn, for each fiscal year of the Company ending during the term of your employment with the Company, an annual cash performance bonus under the Company’s bonus plan, as approved from time to time by the Board of Directors of the Company (the “Board”). Your target annual bonus will be fifty percent (50%) of your base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”). Your actual annual bonus will be determined on the basis of your and/or the Company’s attainment of financial or other performance criteria established by the Board or its designee in accordance with the terms and conditions of such bonus plan. You must be employed by the Company on the date of payment of such annual bonus in order to be eligible to receive such annual bonus. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether the Company pays you an annual bonus and the amount of any such annual bonus will be determined by the Company in its sole discretion. o BENEFITS . You shall be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and conditions of such plans. You will also be entitled to vacation and/or paid time off each year in accordance with Company policy and all holidays observed by the Company each year. The Company 1 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 1/15reserves the right to change compensation and benefits provided to its employees from time to time in its discretion. o WITHHOLDING . All amounts payable to you will be subject to appropriate payroll deductions and withholdings. •EXPENSES . You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s standard policies. • SEVERANCE . o ACCRUED O BLIGA TIONS . If your employment terminates for any reason, you are entitled to your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any accrued but unpaid paid time off and any continuation of benefits required by applicable law (the “Accrued Obligations”). o NON-CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (and other than by reason of your death or disability) or you resign for Good Reason (either such termination, a “Qualifying Termination”), and such Qualifying Termination does not occur during the Change in Control Period (as defined below), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the “Non-CIC Severance Benefits”): ▪ \\tAn amount equal to 9 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 9 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you 2 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 2/15are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ \\tFor the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and ▪ \\tNotwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less 3 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 3/15favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. o CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, if your Qualifying Termination occurs during the Change in Control Period, you shall be entitled to receive, as the sole severance benefits to which you are entitled and in lieu of any Non-CIC Severance Benefits, the benefits provided below (the “CIC Severance Benefits”) (and for the avoidance of doubt: (a) in no event will you be entitled to both the Non-CIC Severance Benefits and the CIC Severance Benefits, and (b) if the Company has commenced providing the Non-CIC Severance Benefits to you prior to the date that you become eligible to receive the CIC Severance Benefits, the Non-CIC Severance Benefits previously provided to you shall reduce the CIC Severance Benefits provided below by the amount of such Non-CIC Severance Benefits already provided to you): ▪ An amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ For the 12 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under COBRA expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “CIC COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to 4 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 4/15have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of Code, or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the CIC COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and ▪ Notwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, any unvested Stock Awards then held by you will vest on the effective date of your Release. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. o As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a separation agreement containing a release of all claims in favor of the Company, a post-termination non-competition covenant generally consistent with Section 6.1(a) of the Proprietary Information and Inventions Assignment Agreement, and other customary terms (the “Release”), in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits. o For purposes of this Agreement, “Cause” means any of the following: (a) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the 5 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 5/15Company or any successor or affiliate thereof; (b) your conviction of, or plea of “guilty” or “no contest” to, a non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part; (e) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the reasonable and lawful instructions given to you by the Board, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (e) shall not permit the Company to terminate your employment for Cause solely because of (i) your failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company’s dissatisfaction with the quality of services provided by you in the good faith performance of your duties to the Company; or (f) your willful, material breach of any material Company policy or any material provision of this Agreement or the Proprietary Information and Inventions Assignment Agreement. Prior to the determination that “Cause” under clauses (d), (e) or (f) has occurred, the Company shall (i) provide to you in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (e) above which specifies the applicable period of time for you to remedy your breach, afford you a reasonable opportunity to remedy any such breach, (iii) provide you an opportunity to be heard prior to the final decision to terminate your employment hereunder for such “Cause” and (iv) make any decision that such “Cause” exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. o For purposes of this Agreement, “Change in Control” shall mean (a) a merger or consolidation of the Company with or into any other corporation or other entity or person, (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (i) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (ii) a sale, 6 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 6/15lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (iii) an initial public offering of any of the Company’s securities or any other transaction or series of related transactions principally for bona fide equity financing purposes; (iv) a reincorporation of the Company solely to change its jurisdiction; or (v) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. If a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. o For purposes of this Agreement, “Change in Control Period” means the 24 months following a Change in Control. o For purposes of this Agreement, “Good Reason” means any of the following without your written consent: (a) a material diminution in your authority, duties or responsibilities, including a requirement that you report to a corporate officer other than the Chief Executive Officer; (b) a material diminution in your base compensation (and you and the Company agree that any diminution of 10% or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in your base compensation), unless such a reduction is imposed across-the-board to senior management of the Company; (c) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location that increases your one-way commute from your residence by more than 50 miles as compared to your principal place of employment prior to such relocation shall be considered material for this purpose); or (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to you under this Agreement or the Stock Restriction Agreement. You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 6 months of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period. o For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof (other than any shares (the “Founders’ Shares”) the vesting of which is governed by that certain Restricted Stock Grant Notice and Restricted Stock Agreement dated February 8, 2021, between you and the Company (the “Stock Restriction Agreement”)). For the avoidance of doubt, your 7 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 7/15Qualifying Termination under this Agreement shall constitute a Qualifying Termination for purposes of the Stock Restriction Agreement. o To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to your “termination of employment” shall mean your “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this paragraph shall be paid or distributed to you in a lump sum on the earlier of (a) the date that is 6 months and one day following your Separation from Service, (b) the date of your death or (c) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. o To the extent that the payments or benefits under this Agreement are “non- qualified deferred compensation” subject to Section 409A of the Code, if the period during which you may deliver the Release required hereunder spans two calendar years, the payment of your post- termination benefits shall occur (or commence) on the later of (a) January 1 of the second calendar year, or (b) the first regularly-scheduled payroll date following the date your Release becomes effective. o Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. 8 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 8/15•COMP ANY P OLICIES A ND P ROPRIET ARY I NFORMA TION AND I NVENTIONS A SSIGNMENT A GREEMENT . As an employee of the Company, you shall be expected to abide by all of the Company’s policies and procedures and the Company’s employee handbook, if any. You and the Company have entered into a Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit A, which shall survive termination of your employment with the Company and the termination of the Proprietary Information and Inventions Assignment Agreement. You reaffirm your obligations under the Proprietary Information and Inventions Assignment Agreement and acknowledge that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions Assignment Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. Any references in your Proprietary Information and Inventions Assignment Agreement to the Prior Agreement shall be deemed to be amended to refer to this Agreement. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or procedures described in the employee handbook, if any, or as otherwise communicated to you, in whole or part, at any time, with or without notice. •BEST P AY P ROVISION . oIn the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such 9 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 9/15reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner. oAll determinations regarding the application of the paragraph above shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this “Best Pay Provision” section shall be done by the 280G Firm. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company. •EMPLOYMENT T ERMS . As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law. •OTHER A GREEMENTS . You represent and agree that your performance of your duties for the Company shall not violate any agreements, obligations or understandings that you may have with any third party or prior employer. Without limiting the foregoing, you represent and agree that you are not bound by any non-compete or non-solicitation agreement or any other type of agreement that would prohibit your employment with the Company. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information. While employed by the Company, you will not engage in any business activity 10 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 10/15in competition with the Company nor make preparations to do so. In the event that you wish to undertake a business activity outside the scope of your employment by the Company, which activity you believe entails no conflict with the Company’s activities, you agree to inform the Company of your intentions before the initiation of such outside business activity, and you furthermore agree to abide by the Company’s decision as to whether or not there is no conflict. If, in the Company’s sole determination, a conflict exists or is likely to develop, you agree not to undertake such outside business activity. Notwithstanding the foregoing, the Company expressly acknowledges and agrees to your continued services to Frazier Healthcare Partners, Phathom Pharmaceuticals, Inc. and its other portfolio companies and further acknowledges and agrees that such continued services will not violate the terms of this Agreement. •AT- WILL E MPLOYMENT . Your employment with the Company will be “at-will” at all times, including after your introductory, probationary period, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This Agreement in no way represents a fixed-term employment contract. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. •NON-I NTERFERENCE . While employed by the Company, and for one (1) year immediately following the date on which you terminate employment or otherwise cease providing services to the Company, you agree not to interfere with the business of the Company by (a) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (b) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. The foregoing restrictions shall not apply with respect to the bona fide hiring and firing of Company personnel to the extent such acts are part of your duties for Company. Your duties under this paragraph shall survive termination of your employment with the Company and the termination of this Agreement. •REASONABLENESS OF T ERMS . You agree that the terms contained in the “Other Agreements” and “Non- Interference” paragraphs above are reasonable in all respects and that the restrictions contained therein are designed to protect the Company against unfair competition. In the event a court determines that any of the terms or provisions of this Agreement are unreasonable, the court may limit the application of any provision or term, or modify any provision or term, and proceed to enforce this Agreement as so limited or modified. •GOVERNING L AW ; J URISDICTION AND V ENU E . This Agreement, for all purposes, shall be construed in accordance with the laws of the State of California without regard to conflicts-of-law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in Santa Clara County, California. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. 11 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 11/15•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. •SUCCESSORS AND A SSIGNS . This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably. •ENTIRE A GREEMENT . This Agreement, the Stock Restriction Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein and therein. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but not limited to, the Prior Agreement. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company. \\t 12 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 12/15\\tIf you choose to accept this Agreement under the terms described above, please acknowledge your acceptance by returning a signed copy of this letter. Sincerely, HilleVax, Inc. \\t\\t\\t\\t\\t\\t\\t Name: Robert Hershberg Title: Chief Executive Officer Agreed and Accepted: \\tI have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above. \\t\\tDate: \\tJanuary 6, 2023\\t\\t\\t\\t Aditya Kohli, Ph.D. Attachments:\\t\\tProprietary Information and Inventions Assignment Agreement 13 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 13/15EXHIBIT A Proprietary Information and Inventions Assignment Agreement 14 \|US-DOCS\\\\138581474.1\|\|16/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 14/1516/04/2025, 06:44 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036017 15/15" }, { "role": "assistant", "content": "{\"clause_text\": \"The company reserves the right to relocate the employee to any global office.\", \"clause_type\": \"Work Location\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Unilateral geographic relocation can be considered unfair.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 3 hlvx-ex10_6.htm EX-10.6 Exhibit 10.6 HilleVax, Inc. January 6, 2023 Robert Hershberg Re:\\tAmended and Restated Employment Offer Letter Dear Mr. Hershberg: \\tHilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer letter between the Company and you that was dated February 8, 2021 (the “Prior Agreement”). •DUTIES . You shall serve and shall perform such duties as are customarily associated with the position of President and Chief Executive Officer and such other duties as are assigned to you by the Board of Directors of the Company (the “Board”). You shall perform your services from your home office in Seattle, Washington. This is an exempt position. You shall devote at least seventy percent (70%) of your working time and attention to the business affairs of the Company. •COMPENSA TION . Your initial compensation will be as follows: o BASE S ALAR Y . Effective January 1, 2023, you will receive an annual base salary of $635,000 for all hours worked, less taxes, authorized withholdings and other legally required deductions. You will be paid in accordance with the Company’s customary payroll procedures as established and modified from time-to-time. o ANNUAL B ONUS . In addition to your base salary, you may be eligible to earn, for each fiscal year of the Company ending during the term of your employment with the Company, an annual cash performance bonus under the Company’s bonus plan, as approved from time to time by the Board. Your target annual bonus will be sixty percent (60%) of your base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”). Your actual annual bonus will be determined on the basis of your and/or the Company’s attainment of financial or other performance criteria established by the Board or its designee in accordance with the terms and conditions of such bonus plan. You must be employed by the Company on the date of payment of such annual bonus in order to be eligible to receive such annual bonus. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether the Company pays you an annual bonus and the amount of any such annual bonus will be determined by the Company in its sole discretion. o BENEFITS . You shall be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and conditions of such plans. You will also be entitled to vacation and/or paid time off each year in accordance with Company policy and all holidays observed by the Company each year. The Company reserves the right to change compensation and benefits provided to its employees from time to time in its discretion. 1 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 1/15 o WITHHOLDING . All amounts payable to you will be subject to appropriate payroll deductions and withholdings. •EXPENSES . You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s standard policies. • SEVERANCE . o ACCRUED O BLIGA TIONS . If your employment terminates for any reason, you are entitled to your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any accrued but unpaid paid time off and any continuation of benefits required by applicable law (the “Accrued Obligations”). o NON-CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (and other than by reason of your death or disability) or you resign for Good Reason (either such termination, a “Qualifying Termination”), and such Qualifying Termination does not occur during the Change in Control Period (as defined below), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the “Non-CIC Severance Benefits”): ▪ \\tAn amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes 2 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 2/15 effective, but in no event more than 75 days following your termination date; ▪ \\tFor the 12 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and ▪ \\tNotwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you will vest on the effective date of your Release as would have vested during the 12-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. 3 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 3/15 o CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, if your Qualifying Termination occurs during the Change in Control Period, you shall be entitled to receive, as the sole severance benefits to which you are entitled and in lieu of any Non-CIC Severance Benefits, the benefits provided below (the “CIC Severance Benefits”) (and for the avoidance of doubt: (a) in no event will you be entitled to both the Non-CIC Severance Benefits and the CIC Severance Benefits, and (b) if the Company has commenced providing the Non-CIC Severance Benefits to you prior to the date that you become eligible to receive the CIC Severance Benefits, the Non-CIC Severance Benefits previously provided to you shall reduce the CIC Severance Benefits provided below by the amount of such Non-CIC Severance Benefits already provided to you): ▪ An amount equal to 18 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 18 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ For the 18 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under COBRA expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “CIC COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as 4 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 4/15 applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of Code, or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the CIC COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and ▪ Notwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, any unvested Stock Awards then held by you will vest on the effective date of your Release. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. o As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a separation agreement containing a release of all claims in favor of the Company, a post-termination non-competition covenant generally consistent with Section 6.1(a) of the Proprietary Information and Inventions Assignment Agreement, and other customary terms (the “Release”), in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits. o For purposes of this Agreement, “Cause” means any of the following: (a) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) your conviction of, or plea of “guilty” or “no contest” to, a non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state 5 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 5/15 thereof; (c) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part; (e) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the reasonable and lawful instructions given to you by the Board, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (e) shall not permit the Company to terminate your employment for Cause solely because of (i) your failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company’s dissatisfaction with the quality of services provided by you in the good faith performance of your duties to the Company; or (f) your willful, material breach of any material Company policy or any material provision of this Agreement or the Proprietary Information and Inventions Assignment Agreement. Prior to the determination that “Cause” under clauses (d), (e) or (f) has occurred, the Company shall (i) provide to you in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (e) above which specifies the applicable period of time for you to remedy your breach, afford you a reasonable opportunity to remedy any such breach, (iii) provide you an opportunity to be heard prior to the final decision to terminate your employment hereunder for such “Cause” and (iv) make any decision that such “Cause” exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. o For purposes of this Agreement, “Change in Control” shall mean (a) a merger or consolidation of the Company with or into any other corporation or other entity or person, (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (i) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (iii) an initial public offering of any of the Company’s securities or any 6 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 6/15 other transaction or series of related transactions principally for bona fide equity financing purposes; (iv) a reincorporation of the Company solely to change its jurisdiction; or (v) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. If a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. o For purposes of this Agreement, “Change in Control Period” means the 24 months following a Change in Control. o For purposes of this Agreement, “Good Reason” means any of the following without your written consent: (a) a material diminution in your authority, duties or responsibilities, including a requirement that you report to a corporate officer in lieu of the Board; (b) a material diminution in your base compensation (and you and the Company agree that any diminution of 10% or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in your base compensation), unless such a reduction is imposed across-the-board to senior management of the Company; (c) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location that increases your one-way commute from your residence by more than 50 miles as compared to your principal place of employment prior to such relocation shall be considered material for this purpose); or (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to you under this Agreement or the Stock Restriction Agreement. You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 6 months of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period. o For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof (other than any shares (the “Founders’ Shares”) the vesting of which is governed by that certain Stock Restriction Agreement dated February 8, 2021, between you and the Company (the “Stock Restriction Agreement”)). For the avoidance of doubt, your Qualifying Termination under this Agreement shall constitute a Qualifying Termination for purposes of the Stock Restriction Agreement. 7 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 7/15 o To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to your “termination of employment” shall mean your “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this paragraph shall be paid or distributed to you in a lump sum on the earlier of (a) the date that is 6 months and one day following your Separation from Service, (b) the date of your death or (c) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. o To the extent that the payments or benefits under this Agreement are “non- qualified deferred compensation” subject to Section 409A of the Code, if the period during which you may deliver the Release required hereunder spans two calendar years, the payment of your post- termination benefits shall occur (or commence) on the later of (a) January 1 of the second calendar year, or (b) the first regularly-scheduled payroll date following the date your Release becomes effective. o Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. •COMP ANY P OLICIES A ND P ROPRIET ARY I NFORMA TION AND I NVENTIONS A SSIGNMENT A GREEMENT . As an employee of the Company, you shall be expected to abide by all of the Company’s policies and procedures and the Company’s employee handbook, if any. You and the Company have entered into a Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit 8 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 8/15 A, which shall survive termination of your employment with the Company and the termination of the Proprietary Information and Inventions Assignment Agreement. You reaffirm your obligations under the Proprietary Information and Investigations Assignment Agreement and acknowledge that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions Assignment Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. Any references in your Proprietary Information and Inventions Assignment Agreement to the Prior Agreement shall be deemed to be amended to refer to this Agreement. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or procedures described in the employee handbook, if any, or as otherwise communicated to you, in whole or part, at any time, with or without notice. •BEST P AY P ROVISION . oIn the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you 9 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 9/15 on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner. oAll determinations regarding the application of the paragraph above shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this “Best Pay Provision” section shall be done by the 280G Firm. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company. •EMPLOYMENT T ERMS . As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law. •OTHER A GREEMENTS . You represent and agree that your performance of your duties for the Company shall not violate any agreements, obligations or understandings that you may have with any third party or prior employer. Without limiting the foregoing, you represent and agree that you are not bound by any non-compete or non-solicitation agreement or any other type of agreement that would prohibit your employment with the Company. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. In the event that you wish to undertake a business activity outside the scope of your employment by the Company, which activity you believe entails no conflict with the Company’s activities, you agree to inform the Company of your intentions 10 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 10/15 before the initiation of such outside business activity, and you furthermore agree to abide by the Company’s decision as to whether or not there is no conflict. If, in the Company’s sole determination, a conflict exists or is likely to develop, you agree not to undertake such outside business activity. Notwithstanding the foregoing, the Company expressly acknowledges and agrees to your continued services to Frazier Healthcare Partners and its other portfolio companies, and NSTG, Cajal Neuroscience, Adaptive Biotechnologies, Fate Therapeutics, Silverback Therapeutics, GuideTX, Nanostring Technologies, Recursion Pharmaceuticals, Danaher Corporation, Dragonfly Therapeutics, and Variant Bio, and further acknowledges and agrees that such continued services will not violate the terms of this Agreement. •AT- WILL E MPLOYMENT . Your employment with the Company will be “at-will” at all times, including after your introductory, probationary period, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This Agreement in no way represents a fixed-term employment contract. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. •NON-I NTERFERENCE . While employed by the Company, and for one (1) year immediately following the date on which you terminate employment or otherwise cease providing services to the Company, you agree not to interfere with the business of the Company by (a) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (b) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. The foregoing restrictions shall not apply with respect to the bona fide hiring and firing of Company personnel to the extent such acts are part of your duties for Company. Your duties under this paragraph shall survive termination of your employment with the Company and the termination of this Agreement. •REASONABLENESS OF T ERMS . You agree that the terms contained in the “Other Agreements” and “Non- Interference” paragraphs above are reasonable in all respects and that the restrictions contained therein are designed to protect the Company against unfair competition. In the event a court determines that any of the terms or provisions of this Agreement are unreasonable, the court may limit the application of any provision or term, or modify any provision or term, and proceed to enforce this Agreement as so limited or modified. •GOVERNING L AW ; J URISDICTION AND V ENU E . This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Washington without regard to conflicts-of-law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in King County, Washington. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. •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 11 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 11/15 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. •SUCCESSORS AND A SSIGNS . This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably. •ENTIRE A GREEMENT . This Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein and therein. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but not limited to, the Prior Agreement. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company. \\t 12 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 12/15 \\tIf you choose to accept this Agreement under the terms described above, please acknowledge your acceptance by returning a signed copy of this letter. Sincerely, HilleVax, Inc. \\t\\t\\t\\t\\t\\t\\t Name: Shane Maltbie Title: Chief Financial Officer and Treasurer\\t Agreed and Accepted: \\tI have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above. \\t\\tDate: \\t\\t\\t\\t Robert Hershberg Attachments:\\t\\tProprietary Information and Inventions Assignment Agreement 13 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 13/15 EXHIBIT A Proprietary Information and Inventions Assignment Agreement 14 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 14/1516/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 15/15" }, { "role": "assistant", "content": "{\"clause_text\": \"Employee is entitled to 15 working days of annual paid leave.\", \"clause_type\": \"Leave\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Meets the legal requirement for annual leave.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10 3 hlvx-ex10_6.htm EX-10.6 Exhibit 10.6 HilleVax, Inc. January 6, 2023 Robert Hershberg Re:\\tAmended and Restated Employment Offer Letter Dear Mr. Hershberg: \\tHilleVax, Inc. (the “Company”) is pleased to continue to offer you a position on the terms set forth in this amended and restated offer letter (this “Agreement”). This Agreement is entered into effective January 6, 2023 and amends and restates in its entirety the offer letter between the Company and you that was dated February 8, 2021 (the “Prior Agreement”). •DUTIES . You shall serve and shall perform such duties as are customarily associated with the position of President and Chief Executive Officer and such other duties as are assigned to you by the Board of Directors of the Company (the “Board”). You shall perform your services from your home office in Seattle, Washington. This is an exempt position. You shall devote at least seventy percent (70%) of your working time and attention to the business affairs of the Company. •COMPENSA TION . Your initial compensation will be as follows: o BASE S ALAR Y . Effective January 1, 2023, you will receive an annual base salary of $635,000 for all hours worked, less taxes, authorized withholdings and other legally required deductions. You will be paid in accordance with the Company’s customary payroll procedures as established and modified from time-to-time. o ANNUAL B ONUS . In addition to your base salary, you may be eligible to earn, for each fiscal year of the Company ending during the term of your employment with the Company, an annual cash performance bonus under the Company’s bonus plan, as approved from time to time by the Board. Your target annual bonus will be sixty percent (60%) of your base salary actually paid for the year to which such annual bonus relates (the “Target Bonus”). Your actual annual bonus will be determined on the basis of your and/or the Company’s attainment of financial or other performance criteria established by the Board or its designee in accordance with the terms and conditions of such bonus plan. You must be employed by the Company on the date of payment of such annual bonus in order to be eligible to receive such annual bonus. You hereby acknowledge and agree that nothing contained herein confers upon you any right to an annual bonus in any year, and that whether the Company pays you an annual bonus and the amount of any such annual bonus will be determined by the Company in its sole discretion. o BENEFITS . You shall be eligible to participate in all of the employee benefit plans or programs the Company generally makes available to similarly situated employees, pursuant to the terms and conditions of such plans. You will also be entitled to vacation and/or paid time off each year in accordance with Company policy and all holidays observed by the Company each year. The Company reserves the right to change compensation and benefits provided to its employees from time to time in its discretion. 1 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 1/15 o WITHHOLDING . All amounts payable to you will be subject to appropriate payroll deductions and withholdings. •EXPENSES . You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses which are reasonably incurred by you in furtherance of the Company’s business, with appropriate documentation and in accordance with the Company’s standard policies. • SEVERANCE . o ACCRUED O BLIGA TIONS . If your employment terminates for any reason, you are entitled to your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any accrued but unpaid paid time off and any continuation of benefits required by applicable law (the “Accrued Obligations”). o NON-CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company without Cause (and other than by reason of your death or disability) or you resign for Good Reason (either such termination, a “Qualifying Termination”), and such Qualifying Termination does not occur during the Change in Control Period (as defined below), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the “Non-CIC Severance Benefits”): ▪ \\tAn amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes 2 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 2/15 effective, but in no event more than 75 days following your termination date; ▪ \\tFor the 12 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and ▪ \\tNotwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you will vest on the effective date of your Release as would have vested during the 12-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. 3 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 3/15 o CIC SEVERANCE BENEFITS . In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, if your Qualifying Termination occurs during the Change in Control Period, you shall be entitled to receive, as the sole severance benefits to which you are entitled and in lieu of any Non-CIC Severance Benefits, the benefits provided below (the “CIC Severance Benefits”) (and for the avoidance of doubt: (a) in no event will you be entitled to both the Non-CIC Severance Benefits and the CIC Severance Benefits, and (b) if the Company has commenced providing the Non-CIC Severance Benefits to you prior to the date that you become eligible to receive the CIC Severance Benefits, the Non-CIC Severance Benefits previously provided to you shall reduce the CIC Severance Benefits provided below by the amount of such Non-CIC Severance Benefits already provided to you): ▪ An amount equal to 18 months’ base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 18 months following your termination of employment in accordance with the Company\\'s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); ▪ \\tAn amount equal to your Target Bonus for the calendar year in which your termination date occurs, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly- scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date; ▪ For the 18 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under COBRA expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “CIC COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as 4 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 4/15 applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of Code, or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the CIC COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and ▪ Notwithstanding anything else set forth herein, in the Company’s equity plan or in any award agreement, any unvested Stock Awards then held by you will vest on the effective date of your Release. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement. o As a condition to your receipt of any post-termination payments and benefits pursuant to the preceding paragraphs, you shall execute and not revoke a separation agreement containing a release of all claims in favor of the Company, a post-termination non-competition covenant generally consistent with Section 6.1(a) of the Proprietary Information and Inventions Assignment Agreement, and other customary terms (the “Release”), in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits. o For purposes of this Agreement, “Cause” means any of the following: (a) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (b) your conviction of, or plea of “guilty” or “no contest” to, a non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state 5 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 5/15 thereof; (c) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (d) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part; (e) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the reasonable and lawful instructions given to you by the Board, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (e) shall not permit the Company to terminate your employment for Cause solely because of (i) your failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company’s dissatisfaction with the quality of services provided by you in the good faith performance of your duties to the Company; or (f) your willful, material breach of any material Company policy or any material provision of this Agreement or the Proprietary Information and Inventions Assignment Agreement. Prior to the determination that “Cause” under clauses (d), (e) or (f) has occurred, the Company shall (i) provide to you in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (e) above which specifies the applicable period of time for you to remedy your breach, afford you a reasonable opportunity to remedy any such breach, (iii) provide you an opportunity to be heard prior to the final decision to terminate your employment hereunder for such “Cause” and (iv) make any decision that such “Cause” exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss you for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. o For purposes of this Agreement, “Change in Control” shall mean (a) a merger or consolidation of the Company with or into any other corporation or other entity or person, (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (i) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (iii) an initial public offering of any of the Company’s securities or any 6 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 6/15 other transaction or series of related transactions principally for bona fide equity financing purposes; (iv) a reincorporation of the Company solely to change its jurisdiction; or (v) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction. If a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A. o For purposes of this Agreement, “Change in Control Period” means the 24 months following a Change in Control. o For purposes of this Agreement, “Good Reason” means any of the following without your written consent: (a) a material diminution in your authority, duties or responsibilities, including a requirement that you report to a corporate officer in lieu of the Board; (b) a material diminution in your base compensation (and you and the Company agree that any diminution of 10% or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in your base compensation), unless such a reduction is imposed across-the-board to senior management of the Company; (c) a material change in the geographic location at which you must perform your duties (and you and the Company agree that a relocation of the geographic location at which you must perform your duties to a location that increases your one-way commute from your residence by more than 50 miles as compared to your principal place of employment prior to such relocation shall be considered material for this purpose); or (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to you under this Agreement or the Stock Restriction Agreement. You must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without your written consent within 6 months of the occurrence of such event. The Company or any successor or affiliate shall have a period of 30 days to cure such event or condition after receipt of written notice of such event from you. Your termination of employment by reason of resignation from employment with the Company for Good Reason must occur within 30 days following the expiration of the foregoing 30-day cure period. o For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof (other than any shares (the “Founders’ Shares”) the vesting of which is governed by that certain Stock Restriction Agreement dated February 8, 2021, between you and the Company (the “Stock Restriction Agreement”)). For the avoidance of doubt, your Qualifying Termination under this Agreement shall constitute a Qualifying Termination for purposes of the Stock Restriction Agreement. 7 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 7/15 o To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to your “termination of employment” shall mean your “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). If you are a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of your Separation from Service, to the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this paragraph shall be paid or distributed to you in a lump sum on the earlier of (a) the date that is 6 months and one day following your Separation from Service, (b) the date of your death or (c) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. o To the extent that the payments or benefits under this Agreement are “non- qualified deferred compensation” subject to Section 409A of the Code, if the period during which you may deliver the Release required hereunder spans two calendar years, the payment of your post- termination benefits shall occur (or commence) on the later of (a) January 1 of the second calendar year, or (b) the first regularly-scheduled payroll date following the date your Release becomes effective. o Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of your taxable year following the taxable year in which you incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of yours, and your right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. •COMP ANY P OLICIES A ND P ROPRIET ARY I NFORMA TION AND I NVENTIONS A SSIGNMENT A GREEMENT . As an employee of the Company, you shall be expected to abide by all of the Company’s policies and procedures and the Company’s employee handbook, if any. You and the Company have entered into a Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit 8 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 8/15 A, which shall survive termination of your employment with the Company and the termination of the Proprietary Information and Inventions Assignment Agreement. You reaffirm your obligations under the Proprietary Information and Investigations Assignment Agreement and acknowledge that a remedy at law for any breach or threatened breach by you of the provisions of the Proprietary Information and Inventions Assignment Agreement would be inadequate, and you therefore agree that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. Any references in your Proprietary Information and Inventions Assignment Agreement to the Prior Agreement shall be deemed to be amended to refer to this Agreement. The Company may modify, revoke, suspend or terminate any of the terms, plans, policies and/or procedures described in the employee handbook, if any, or as otherwise communicated to you, in whole or part, at any time, with or without notice. •BEST P AY P ROVISION . oIn the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you 9 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 9/15 on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner. oAll determinations regarding the application of the paragraph above shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this “Best Pay Provision” section shall be done by the 280G Firm. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company. •EMPLOYMENT T ERMS . As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law. •OTHER A GREEMENTS . You represent and agree that your performance of your duties for the Company shall not violate any agreements, obligations or understandings that you may have with any third party or prior employer. Without limiting the foregoing, you represent and agree that you are not bound by any non-compete or non-solicitation agreement or any other type of agreement that would prohibit your employment with the Company. You agree not to make any unauthorized disclosure or use, on behalf of the Company, of any confidential information belonging to any of your former employers. You also represent that you are not in unauthorized possession of any materials containing a third party’s confidential and proprietary information. While employed by the Company, you will not engage in any business activity in competition with the Company nor make preparations to do so. In the event that you wish to undertake a business activity outside the scope of your employment by the Company, which activity you believe entails no conflict with the Company’s activities, you agree to inform the Company of your intentions 10 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 10/15 before the initiation of such outside business activity, and you furthermore agree to abide by the Company’s decision as to whether or not there is no conflict. If, in the Company’s sole determination, a conflict exists or is likely to develop, you agree not to undertake such outside business activity. Notwithstanding the foregoing, the Company expressly acknowledges and agrees to your continued services to Frazier Healthcare Partners and its other portfolio companies, and NSTG, Cajal Neuroscience, Adaptive Biotechnologies, Fate Therapeutics, Silverback Therapeutics, GuideTX, Nanostring Technologies, Recursion Pharmaceuticals, Danaher Corporation, Dragonfly Therapeutics, and Variant Bio, and further acknowledges and agrees that such continued services will not violate the terms of this Agreement. •AT- WILL E MPLOYMENT . Your employment with the Company will be “at-will” at all times, including after your introductory, probationary period, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This Agreement in no way represents a fixed-term employment contract. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. •NON-I NTERFERENCE . While employed by the Company, and for one (1) year immediately following the date on which you terminate employment or otherwise cease providing services to the Company, you agree not to interfere with the business of the Company by (a) soliciting or attempting to solicit any employee or consultant of the Company to terminate such employee’s or consultant’s employment or service in order to become an employee, consultant or independent contractor to or for any other person or entity or (b) soliciting or attempting to solicit any vendor, supplier, customer or other person or entity either directly or indirectly, to direct his, her or its purchase of the Company’s products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. The foregoing restrictions shall not apply with respect to the bona fide hiring and firing of Company personnel to the extent such acts are part of your duties for Company. Your duties under this paragraph shall survive termination of your employment with the Company and the termination of this Agreement. •REASONABLENESS OF T ERMS . You agree that the terms contained in the “Other Agreements” and “Non- Interference” paragraphs above are reasonable in all respects and that the restrictions contained therein are designed to protect the Company against unfair competition. In the event a court determines that any of the terms or provisions of this Agreement are unreasonable, the court may limit the application of any provision or term, or modify any provision or term, and proceed to enforce this Agreement as so limited or modified. •GOVERNING L AW ; J URISDICTION AND V ENU E . This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Washington without regard to conflicts-of-law principles. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in King County, Washington. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. •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 11 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 11/15 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. •SUCCESSORS AND A SSIGNS . This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably. •ENTIRE A GREEMENT . This Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment specified herein and therein. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but not limited to, the Prior Agreement. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company. \\t 12 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 12/15 \\tIf you choose to accept this Agreement under the terms described above, please acknowledge your acceptance by returning a signed copy of this letter. Sincerely, HilleVax, Inc. \\t\\t\\t\\t\\t\\t\\t Name: Shane Maltbie Title: Chief Financial Officer and Treasurer\\t Agreed and Accepted: \\tI have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above. \\t\\tDate: \\t\\t\\t\\t Robert Hershberg Attachments:\\t\\tProprietary Information and Inventions Assignment Agreement 13 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 13/15 EXHIBIT A Proprietary Information and Inventions Assignment Agreement 14 \|US-DOCS\\\\138581468.1\|\|16/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 14/1516/04/2025, 06:45 EX-10 https://mcc.law.stanford.edu/capi/ﬁle/1036016 15/15" }, { "role": "assistant", "content": "{\"clause_text\": \"In the event of resignation, employee must serve 30 days' notice.\", \"clause_type\": \"Resignation Notice\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Notice period for resignation aligns with statutory expectations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.22 7 sncr-123122xex1022minalack.htm EX-10.22 Exhibit 10.22 November 2, 2022 Mina Lackner (delivered electronically) Re: Appointment CHRO Position Dear Mina, On behalf of Synchronoss Technologies, Inc. (the “Company”), I am pleased to advise you that the Board of Directors of the Company (the “Board”) has appointed you as Chief Human Resources Ofﬁcer and SVP effective as of November 2, 2022. Your annual base salary will remain at $285,000 less all applicable taxes and withholdings. Your annual target bonus opportunity (“TBO”) will remain at 50% of your annual base salary . In addition, I am pleased to inform you that you have been identiﬁed as a Tier One Executive of the Company . Your employment will be governed by the terms and conditions of the Tier One Executive Employment Plan, a copy of which is attached hereto. As such, you will now receive the beneﬁts and be subject to the obligations set forth in the attached Plan. Please be aware that you still retain the option, as does the Company , of ending your employment at any time, with or without notice and with or without cause. As such, your employment is at-will and neither this nor any other oral or written representations may be considered a contract for any speciﬁc period of time. We are excited about you being named a Tier One Executive, and look forward to your contributions to the Synchronoss mission. Please verify the acceptance of your role as a Tier One Executive by signing below and indicating the date on which you signed. Congratulations on this appointme nt, and I want to thank you for your contributions and dedication on behalf of our customers, shareholders, and employees. I look forward to continuing to work with you as we build a stronger and more successful company . Sincerely , /s/ Jef f Miller Jeff Miller President & Chief Executive Ofﬁcer ACKNOWLEDGED AND AGREED: /s/ Mina Lackner Mina Lackner19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 1/13TIER ONE EXECUTIVE EMPLOYMENT PLAN In addition to the terms of your offer letter or executive employment letter (“Offer Letter”) with Synchronoss Technolo gies, Inc., a Delaware corporation (the “Company”), the employment of each Tier One Executive (“Executive”) shall be gover ned by the terms and conditions set forth in this Tier One Executive Employment Plan (the “Plan”). Scope of Employment. (a)Position and Compensation . Executive shall be employed by the Company in the position and at the location provided in the Offer Letter and at the base salary and annual target bonus percentage set forth in the Offer Letter . Executive shall not be entitled to an incentive bonus if Executive is not employed by the Company on the last day of the ﬁscal year for which such bonus is payable. Any bonus for a ﬁscal year shall be paid within 2½ months after the close of that ﬁscal year. The determinations of the Company’ s Board of Directors or its Compensation Committee with respect to such bonus shall be ﬁnal and binding. The Offer Letter shall also include any initial equity awards to be granted to the Executive, which shall be governed by the respective equity award agreement of the Company . (b)Obligations to the Company . During Employment, Executive (i) shall devote substantially all of Executive’ s full business efforts and time to the Company , (ii) shall not engage in any other employment, consulting or other business activity that would create a conﬂict of interest with the Company , (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company , (iv) shall comply with the Company’ s policies and rules, as they may be in effect from time to time and (v) shall comp ly with the Proprietary Information and Inventions Agreeme nt. This provision shall not restrict Executive’ s ability to sit on one non-proﬁt board and, subject to review and written approval by the CEO, Executive may request to sit on one corporate board. No Conﬂicting Obligations . Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’ s obligations hereunder . Executive represents and warrants that he will not use or disclose, in connection with Exec utive’ s Employment, any trade secrets or other proprietary information or intellectual property in which Executive or any other perso n has any right, title or interest and that Executive’ s Employment will not infringe or violate the rights of any other person. Executive represents and warrants to the Company that he has returned all property and conﬁdential information belonging to any prior employer . (d)Indemniﬁcation/D&O Insurance. To the maximum extent permitted by applicable law and the Company’ s by-laws, the Company shall indemnify Executive for all acts and omissions by him and any action on his part while acting in such capacity , and for losses that arise from serving at the request of the Company or a subsidiary thereof as a director , ofﬁcer , employee or agent of another corporation, partnership, joint venture, trust, employee beneﬁt plan or other enterprise. Executive shall be covered by directors’ and ofﬁcers’ liability insurance on a basis no less favorable than provided to directors and ofﬁcers of the Company , including “tail” coverage. Paid Time Off and Employee Beneﬁts. During Executive’ s Employment, Executive shall be eligible for paid time off in accordance with the Company’ s paid time off policy , as it may be amended from time to time, with a minimum of 20 paid time off days per year (accruing for each year on the ﬁrst day of such year), and any United States Company-wide holidays; provided, however , Executive shall not be entitled to carry over any paid time of f19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 2/13days from year to year. During Executive’ s Employment, Executive shall be eligible to participate in the employee beneﬁt plans maintained by the Company , subject in each case to the terms and conditions of the plan in question. Business Expenses. During Executive’ s Employment, Executive shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with Executive’ s duties hereunder . The Company shall reimburse Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’ s generally applicable policies. Notwithstanding anything to the contrary herein, except to the exten t any expense or reimbursement provided hereunder does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount of expenses eligible for reimbursement provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursem ent or in-kind beneﬁts provided to Executive in any other calendar year, (b) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (c) the right to payment or reimburseme nt hereunder may not be liquidated or exchanged for any other beneﬁt. Termination. Termination of Employment . The Company may terminate Executive’ s Employment at any time and for any reason (or no reason), and with or without Cause, by giving Executive 30 days’ advance notice in writing. Executive may terminate Executive’ s Employment by giving the Company 30 days’ advance notice in writing. The Company shall have the right at any time during such 30-day period, to relieve Executive of Executive’ s ofﬁces, duties and responsibilities and place him on a paid leave-of-absence status, provided that during such notice period, Executive shall remain a full-time employee of the Compan y and shall continue to receive Executive’ s then current salary compensation and other beneﬁts as provided herein. Executive’ s Employment shall termi nate automatically in the event of Executive’ s death. The termination of Executive’ s Employme nt shall not limit or otherwise affect Executive’ s obligations under Section 6. Rights Upon Termination . Upon Executive’ s termination of Employment for any reason, Executive shall be entitled to the compensation, beneﬁts and reimbursements described in Executive’ s Offer Letter or hereunder for the period preceding the effective date of such termination or otherwise accrued before such termination. Upon the termination of Executive’ s Employment under certain circumstances, Executive may be entitled to additional severance pay beneﬁts as described in Section 6. The payments hereunder shall fully discharge all responsibilities of the Company to Executive. Rights Upon Death . If Executive’ s Employment ends due to death, (A) Executive’ s estate shall be entitled to receive an amount equal to Executive’ s target bonus for the ﬁscal year in which Executive’ s death occurred (or, if greater , the bonus amount determined based on the applicable factors and actual performance for such ﬁscal year), prorated based on the number of days he was employed by the Company during that ﬁscal year, and (B) all stock options, shares of restricted stock (other than performance-related restricted stock), and other time- based equity awards granted by the Company and held by Executive at the time of his death shall be fully vested. All amounts under this Section 4(c) shall be paid no later than the date regular employees are paid their bonuses. Rights Upon Permanent Disability . If Executive’ s Employment ends due to Permanent Disability and a Separation occurs, (I) Executive shall be entitled to receive (i) an amount equal to Executive’ s Target Bonus for the ﬁscal year in which Executive’ s Employment19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 3/13ended (or, if reasonably ascertainable and greater , the bonus amount determined based on the applicable factors and actual performance for such ﬁscal year), prorated based on the number of days he was employed by the Company during that ﬁscal year, and (ii) a lump sum amount equal to the product of (A) 24 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligible dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation, and (II) all stock options, shares of restric ted stock (other than performance-related restricted stock) and other time-based equity awards granted by the Company and held by Executive shall be fully vested as of the date of Executive’ s Separation. The amounts payable under this Section 5(e) shall be paid no later 60 days after Executive’ s Separation. Termination Beneﬁts. Preconditions . Any other provision of this Plan notwithstanding, Subsections (b) and (c) below shall not apply unless Executive: Has executed (or, with respect to Section 4(d), the executor or Executive’ s estate has executed) a general release of all claims Executive (or Executive’ s executor or estate) may have against the Company or persons afﬁliated with the Company (substantially in the form attached hereto as Exhibit A) (the “Release”); Complies with Executive’ s obligations under Section 6 below; Has returned all property of the Company in Executive’ s possession; and If requested by the Board, has resigned as a member of the Board and as a member of the boards of directors of all subsidiaries of the Company , to the extent applicable. Executive must execute and return the Release within the period of time set forth in the Release (the “Release Deadline”). The Release Deadline will in no even t be later than 50 days after Executive’ s Separation. If Executive fails to return the Release on or before the Release Deadline or if Executive revokes the Release, then Executive will not be entitled to the beneﬁts described in this Section 5. Severance Pay in the Absence of a Change in Control . If, during Executive’ s employment with the Company and not at a time described in subsection (c) below , Executive resigns Executive’ s Employment for Good Reason and a Separation occurs, or the Company terminates Executive’ s Employment with the Company for a reason other than death, Cause or Permanent Disability and a Separation occurs, then the Company shall pay Executive a lump sum severance payment equal to (i) one and one-half times Executive’ s Base Salary in effect at the time of the termination of Employment and one and one-half times Executive’ s average annual bonus based on the actual amounts received in the immediatel y preceding two years, and (ii) the product of (A) 12 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligible dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation. In the event that Exec utive Employment is terminated for a reason other than death, Cause or Permanent Disability or Executive resigns Executive’ s Employment for Good Reason under this Subsection (b) within two years after commencement of employment with the Company , then in lieu of using the average bonus received in the immediately preceding two years for the above calculation, such calculation shall use Executive’ s Target Bonus in the year of termination if such termination under this Subsection (b) occurs in the ﬁrst year of employment with the Company and the actual bonus Executive received during the ﬁrst year of employment with19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 4/1319/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 5/13the Company if such termination under this Subsection (b) occurs in the second year of employment with the Company . However , the amount of the severance payment under this Subsection (b) shall be reduced by the amount of any severance pay or pay in lieu of notice that Executive receives from the Company under a federal or state statute (including, without limitation, the W orker Adjustment and Retraining Notiﬁcation Act). Severance Pay in Connection with a Change in Control . If, during Executive’ s employment with the Company and within (i) 120 days prior to or (ii) 24 months following a Change in Control, Executive is subject to an Involuntary Termination, then (i) the Company shall pay Executive a lump sum severance payment equal to (x) two times Executive’ s Base Salary in effect at the time of the termination of Employment plus two times Executive’ s average bonus received in the immediately preceding two years, and (y) a lump sum amount equal to the product of (A) 18 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligible dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation and (ii) all stock options, shares of restricted stock (other than performance-related restricted stock that is tied to performance after the Change in Control), and other time-based equity awards) granted by the Company and held by Executive shall be fully vested as of the date of the Involuntary Termination. In the event that Executive is subject to an Involuntary Termination under this Subsection (c) within two years after commencement of employment with the Company , then in lieu of using the average bonus received in the immediately preceding two years for the above calculation, such calculation shall use Executive’ s Target Bonus in the year of the Involuntary Termination if such termination under this Subsection (c) occurs in the ﬁrst year of employment with the Company and the actual bonus Executive received during the ﬁrst year of employment with the Company if such termination under this Subsection (c) occurs in the second year of employment with the Company . However , the amount of the severance payment under this Subsection (c) shall be reduced by the amount of any severance pay or pay in lieu of notice that Executive receives from the Company under a federal or state statute (including, without limitation, the Worker Adjustment and Retraining Notiﬁcation Act). Commencement of Severance Payments . Payment of the severance pay provided for hereunder will be made no later than the ﬁrst regularly scheduled payroll date that occurs no later than 50 days after Executive’ s Separation, but only if Executive has complied with the release and other preconditions set forth in Subsection (a) (to the extent applicable). However , except as provided in the next following sentence, if the 50-day period described in Section 5(a) spans two calendar years, then the payment will be made on the ﬁrst payroll date in the second calendar year following expiration of the applicable revocation period. In the event that Executive experiences an Involuntary Termination immediately at or after a Change in Control, the Company shall work with the surviving company to ensure that any payments due to Executive under subsection (c) above be paid upon the closing of the Change in Control. In addition, if at any time the parties agree that a Good Reason arises after the Change in Control and severance is due to Executive under subsection (c), the Compa ny shall work with the surviving company to insure that any such payments due to Executive are paid promptly after such Good Reason arises. Section 409A . This Plan shall be construed consistently with the intent that all payments hereunder shall be exempt from the requirements of Section 409A of the Code by reason of the “short-term” deferral exemption or a different exemption. Each payment made under this Plan shall be treated as a separate payment and the right to a series of installment payments under this Plan is to be treated as a right to a series of separate payments. If the Company determines that Executive is a “speciﬁed employee” under Section19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 6/13409A(a)(2)(B)(i) of the Code at the time of Executive’ s Separation, then (i) payment of any “nonqualiﬁed deferred compensation” (within the meaning of Section 409A) that is payable to Executive upon Separation shall be delayed until the ﬁrst business day following (A) expiration of the six-month period measured from Executive’ s Separation, or (B) the date of Executive’ s death, and (ii) the installments that otherwise would have been paid prior to such date will be paid in a lump sum when such payments commence. Protective Covenants. Non–Competition. As one of the Company’ s executi ve and management personnel and ofﬁcer , Executive has acquired extensive and valuable knowledge and conﬁdential information concerning the business of the Com pany , including certain trade secrets the Company wishes to protect. Executive further acknowledges that during Executive’ s employment he will have access to and knowledge of Propr ietary Information. To protect the Company’ s Proprietary Information, and in consideration of the terms of this Plan, Executive agrees that during Executive’ s employment with the Company and for a period of twelve (12) months after the termination of Executive’ s employment with the Company for any reason, whether hereunder or otherwise (the “Restricted Period”), Executive will not without the Company’ s approval (which shall not be unreasonably withheld), directly or indirectly engage in (whether as an employee, consultant, proprietor , partner , director or otherwise), have any ownership interest in, or participate in the ﬁnancing, operation, management or control of, any person, ﬁrm, corporation or business that engages in a Restricted Business in a Restricted Territory . It is agreed that ownership of (i) no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation or (ii) any stock he presently owns shall not constitute a violation of this Section. Non-Solicitation and Non-Servicing . During Executive’ s employment with the Company and continuing for a period of twelve (12) months after termination of Execu tive’s employment with the Company for any reason, wheth er under this Agreement or otherwi se, Executive shall not directly or indirectly , personally or through others, (i)attempt in any manner to solicit, persuade or induce any Client of the Company to terminate, reduce or refrain from renewing or extending its contractual or other relationship with the Company in regard to the purchase or licensing of products or services manufactured, marketed, licensed or sold by the Company , or to become a Client of or enter into any contractual or other relationship with Execut ive or any other individual, person or entity in regard to the purchase or license of products or services similar or identical to those manufactured, marketed or sold by the Company; or (ii)attempt in any manner to solicit, persuade or induce any individual, person or entity which is, or at any time during Executive’ s employment with the Company was, a supplier of any product or service to the Company or vendor of the Company (whether as a distributor , agent, employee or otherwise) to terminate, reduce or refrain from renewing or extending Executive’ s, Executive’ s contractual or other relationship with the Company; provided, however , this subparagraph (ii) shall not apply to any employee of the Company who reports in to Executive’ s organization, was recommended by Executive and had worked with Executive at at least two prior organizations; or (iii) render to or for any Client any services of the type rendered by the Company; or19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 7/13(iv)employ as an employee or retain as a consultant any person who is then, or at any time during the preceding twelve months was, an employee of or consultant to the Company (unless the Company had terminated the employment or engagement of such employee or exclusive consultant prior to the time of the alleged prohibited conduct), or persuade or attempt to persuade any employee of or consultant to the Company to leave the employ of the Company or to breach any service arrangement with the Company . Non-Disclosure . Executive has entered into a Proprietary Information and Inventions Agreement with the Company , which is incorporated herein by reference. Reasonable . Executive agrees and acknowledges that the time limitation on the restrictions in this Section 6, combined with the geographic scope, is reasonable. Executive also acknowledges and agrees that this provision is reasonably necessary for the protection of Proprietary Information, that through Executive’ s employment he shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting the Company’ s business value which will be imparted to him. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Successors. Company’ s Successors . This Plan shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger , consolidation, liquidation or otherwise) to all or substantially all of the Company’ s business and/or assets. For all purposes hereunder , the term “Company” shall include any successor to the Company’ s business and/or assets which becomes bound by this Plan. Employee’ s Successors . This Plan and all rights of Execut ive hereunder shall inure to the beneﬁt of, and be enforceable by, Executive’ s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Taxes. Withholding T axes . All payments made hereunder shall be subject to reduction to reﬂect applicable withholding and payroll taxes or other deductions required to be withheld by law . Tax Advice . Executive is encouraged to obtain Executive’ s own tax advice regarding Executive’ s compensation from the Company . Executive agrees that the Company does not have a duty to design its compensation policies in a manner that minimizes Executive’ s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from Executive’ s compensation. Parachute Taxes . Notwithstanding anything in this Plan to the contrary , if it shall be determined that any payment or distribution by the Company to or for the beneﬁt of Executive, whether paid or payable or distributed or distributable pursuant to the terms hereunder or otherwise (“Total Payments”) to be made to Executive would otherwise exceed the amount (the “Safe Harbor Amount”) that could be received by Executive without the imposition of an excise tax under Section 4999 of Code, then the Total Payments shall be reduced to the Safe Harbor Amount 9f (and only if) the Safe Harbor Amount (net of applicable taxes) is greater than the net amount payable to Executive after taking into19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 8/13account any excise tax imposed under section 4999 of the Code on the Total Payments. All determinations to be made under this subparagraph (c) shall be made by a public accounting ﬁrm selected by the Company before the date of the Change in Control (the “Accounting Firm”). In determining whether such Beneﬁt Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for Executive pursuant to Section 6 above, and the amount of Executive’ s potential parachute payment under Section 280G of the Code shall be reduced by the value of those restrictive covenants and all other permissible adjustments to the extent consistent with Section 280G of the Code and the regulations there under . To the extent a reduction to the Total Payments is required to be made in accordance with this subparagraph (c), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic beneﬁt to Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic beneﬁt to Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this subparagraph (c) shall be borne solely by the Company . Deﬁnitions. Cause . For all purposes under this Plan, “Cause” shall mean: An intentional and unauthorized use or disclosure by Executive of the Company’ s conﬁdential information or trade secrets, which use or disclosure causes material harm to the Company; A material breach by Executive of any material agreement between Executive and the Company; A material failure by Executive to comply with the Company’ s written policies or rules; Executive’ s conviction of, indictment for or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof; Executive’ s gross negligence or willful misconduct which causes material harm to the Company; A continued failure by Executive to perform reasonably assigned duties after receiving written notiﬁcation of such failure from the Board (other than by reason of Executive’ s physical or mental illness, incapacity or disability); or A failure by Executive to cooperate in good faith with a governmental or internal investigation of the Company or its directors, ofﬁce rs or employees, if the Company has requested in writing Executive’ s cooperation, and Executive has not cooperated in good faith within 5 business days. With respect to subparagraphs (ii), (iii) or (vi), the Company shall not have the right to terminate Executive for Cause if Executive cures the breach or failure within 30 days of the Company’ s written notice to Executive of such breach or failure. Change in Control . For all purposes under this Plan, “Change in Control” shall mean the occurrence of:19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 9/13(i)The acquisition, by a person or persons acting as a group, of the Company\\'s stock that, together with other stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the Company; (ii)The acquisition, during a 12-month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of 30% or more of the total voting power of the Company; (iii)The replacement of a majority of the members of the Board, during any 12-month period, by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election; or (iv)The acquisition, during a 12-month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of the Company\\'s assets having a total gross fair market value (determined without regard to any liabilities associated with such assets) of 80% or more of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualiﬁes as an event under Treas. Reg. §1.409A-3(i)(5)(v) (change in the ownership of a corporation), Treas. Reg. §1.409A-3(i)(5)(vi) (change in the effective control of a corporation), or Treas. Reg. §1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation\\'s assets). Client. For all purposes under this Plan, “Client” shall mean (i) anyone who is a client of the Company as of, or at any time during the one-year period imme diately preceding, the termination of Executive’ s employment, but only if Executive had a direct relationship with, supervisory responsibility for or otherwise were involved with such client during Executive’ s employment with the Company and (ii) any prospective client to whom the Company made a new business presentation (or similar offering of services) at any time during the one-year period immediately preceding, or six-month period immediately following, Executive’ s employment termination (but only if initial discussions between the Company and such prospective client relating to the rendering of services occurred prior to the termination date, and only if Executive participated in or supervised such presentation and/or its preparation or the discussions leading up to it). Code . For all purposes under this Plan, “Code” shall mean the Internal Revenue Code of 1986, as amended. Company . For all purposes under this Plan, “Company” shall include Synchronoss Technologies, Inc. and all of its subsidiaries and afﬁliates. Good Reason . For all purposes under this Plan, “Good Reason” shall mean: a material dimunition in Executive’ s authorities, duties or responsibilities; a reduction in Executive’ s base salary by more than 10% unless pursuant to a Company- wide salary reduction af fecting all Executives proportionately; relocation of Executive’ s principal workplace that results in an increase to Executive’ s commute by more than 50 miles; a material reduction in the kind or level of incentive compensation or employee beneﬁts to which Executive is entitled immediately prior to such reduction with the result that19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 10/1319/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 11/13Executive’ s overall compensation and beneﬁts package is signiﬁcantly reduced, unless such reduction occurs solely as a result of a reduction in the kind or level of employee beneﬁts of employees that applies for all employees of the Company; or a material breach by the Company of this Agreement. A condition shall not be considered “Good Reason” unless Executiv e gives the Company written notice of such condition within 90 days Executive has knowledge of such condition and the Company fails to remedy such condition (or in the case of (v) remedy such breach) within 30 days after receiving Executive’ s written notice. In addition, Execu tive’s resignation must occur within 12 months after Executive has knowledge of such condition. Involuntary Termination . For all purposes under this Plan, “Involuntary Termination” shall mean either (i) the Company terminates Executive’ s Employment with the Company for a reason other than death, Cause or Permanent Disability and a Separation occurs, or (ii) Executive resigns Executive’ s Employment for Good Reason and a Separation occurs. Permanent Disability . For all purposes under this Plan, “Permanent Disability” shall mean, in the reasonable determination by the Compensation Committee, Executive’ s inability to perform the essential functions of Executive’ s position, with or without reasonable accommodation, for a period of at least 180 consecutive days because of a physical or mental impairment. Proprietary Information . For all purposes under this Plan, “Proprietary Information” shall mean any and all conﬁdential and/or proprietary knowledge, data or information of the Company . By way of illustration but not limitation, Proprietary Information includes (i) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how , improvements, discoveries, developments, designs and techniques; and (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished ﬁnancial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of other employees of the Company . Restricted Business . For all purposes under this Plan, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other proce ss, system, product, or service marketed, sold or under development by the Company (and expected to reach market before the end of the Restricted Period) at the time Executive’ s employment with the Company ends, whether during or after the Term. Restricted Territory . For all purposes under this Plan, “Restricted Territory” shall mean any state, county , or locality in the United States or around the world in which the Company conducts business. Separation . For all purposes under this Plan, “Separation” means a “separation from service,” as deﬁned in the regulations under Section 409A of the Code. Solicit. For all purposes under this Plan, “solicit” shall mean (i) active solicitatio n of any Client or Company employee (but not general marketing of a product, service or open position not targeted at such employee); (ii) the provision of information regarding any Client or Company employee to any third party where such information could be useful to such third party in attempting to obtain business from such Client or attempting to hire any such Company employee; (iii) participation in any meetings, discussions, or other communications with any third party regarding any Client or Company employee where the purpose or effect of such meeting, discussion or communication is to obtain business from19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 12/13such Client or employ such Company employee; and (iv) any other passive use of information about any Client or Company employee which has the purpose or effect of assisting a third party or causing harm to the business of the Company . Miscellaneous Provisions. Notice . Notices and all other communicatio ns contemplated by this Plan shall be in writing and shall be deemed to have been duly given when personally delivered, when delivered by FedEx with delivery charges prepaid, or when mailed by U.S. registered or certiﬁed mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to him at the home address that he most recently communicated to the Company in writing. In the case of the Company , mailed notice s shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary . Modiﬁcations and Waivers . No provision of this Plan shall be modiﬁed, waived or discharged unless the modiﬁcation, waiver or discharge is agreed to in writing and signed by Executive and by an authorized ofﬁcer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Plan by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. Whole Agreement . This Plan and the Proprietary Information and Inventions Agreement supersede and replace any prior agreements, representations or understandings (whether oral or written and whether express or implied) between Executive and the Company and constitute the complete agreement between Executive and the Company regarding the subject matter set forth herein; provided that nothing in this Agreement shall supersede an express promise made by the Company in Executive’ s Offer Letter . Choice of Law and Severability . This Plan shall be interpreted in accordance with the laws of the State of New Jersey (except their provisions governing the choice of law). If any provision of this Plan becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remain der of this Plan shall continue in full force and effect. If any provision of this Plan is rendered illegal by any present or future statute, law, ordinance or regulation (collectively the “Law”), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with the Law. All the other terms and provisions of this Plan shall continue in full force and ef fect without impairment or limitation. No Assignment . This Plan and all rights and obligations of Executive hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Plan to any entity that assumes the Company’ s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’ s assets to such entity . Survival. The rights and obligations of the parties under the provisions of this Plant (including without limitation Section 6 shall survive, and remaining binding and enforceable, notwithstanding the termination of Executive’ s employment hereunde r or otherwise, to the extent necessary to preserve the intended beneﬁts of such provision.19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 13/13" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee agrees not to engage with competitors for 12 months post-employment.\", \"clause_type\": \"Non-Compete\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Reasonable post-employment restriction protecting employer interests.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.30 12 bbwi128202310kexhibit1030.htm OFFER LETTER BETWEEN THE COMP ANY AND MICHAEL WU Exhibit 10.30 image_02.jpg April 19, 2021 Michael Wu [*] [] Dear Michael, Congratulations! I am thrilled to present you with this formal invitation to join L Brands as Chief Legal Ofﬁcer. Onto the speciﬁcs: behind this letter you’ll ﬁnd an overview of the compensation and beneﬁts of the offer. Position: Chief Legal Ofﬁcer – L Brands Annual Base Salary: $675,000 Based on your hire date, you will receive your ﬁrst annual review in March/April 2022, and each March/April thereafter, with annual adjustments based on: (1)Your performance (2)Company Performance & Market Conditions Start Date: To Be Determined Location: It is understood that the Chief Legal Ofﬁcer at L Brands is based in Columbus, OH. As such, it is understood and agreed that you will be on site in our ofﬁces during business hours and as needed for activities that may develop outside of normal business hours (subject to any restrictions imposed in relation to COVID-19). Exceptions to this must be approved by Human Resources and Andrew Meslow. It is understood and agreed that your relocation will be completed no later than June 2022 (subject to any restrictions imposed in relation to COVID-19). The speciﬁc relocation beneﬁts provided to you will be consistent with the relocation policy at the time of initiation. The Company will cover the costs of any business trips to the Columbus area prior to your relocation. Incentive Compensation: You will be eligible to participate in the Company’s Incentive Compensation (cash bonus) program, beginning with the Spring 2021 season. Your initial annual target level is 80% of your annual base salary. Except for the ﬁrst season’s IC payment as described below, participation in the Company’s Incentive Compensation (IC) program does not guarantee or give rise to a legitimate expectation of any entitlement to a payout. All payments under the program are determined by the Board of Directors of the Company’s parent and are based on Bath & Body Works proﬁt results and can vary from zero (0) to a maximum of double your target level. In calculating your annual IC payout, the year is divided into two seasons with 40% of your annual IC, if any, paid for the spring season and 60% of your annual IC, if any, paid for the fall season. For the Spring 2021 season, your IC payout was guaranteed at a minimum of par ($216,000); in the event Company performance exceeds target, you will be eligible for a payout up to two times of target ($432,000).16/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 1/416/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 2/4 Equity Awards: Pursuant to the terms of the L Brands Stock Option and Incentive Plan, as amended from time to time (the “Plan”), upon your hire the Company will recommend to the Human Capital and Compensation Committee of the Board of Directors of the Company’s parent that you be granted $750,000 in a restricted stock grant. Shares will vest 30% on the ﬁrst anniversary of the award grant date, 30% on the second anniversary of the award grant date, and 40% on the third anniversary of the award grant date and will convert to L Brands common stock upon vesting. All future grants will be made commensurate with your position and performance. Your entitlement to receive any future stock award is conditional upon the terms of the Plan and your continuing employment with the Company. Sign-on Bonus: A cash sign-on bonus totaling $250,000 will be paid within two weeks of your start date and is subject to the terms and conditions contained in the enclosed Sign-On Bonus Agreement entered between you and the company. Relocation: This offer is contingent upon your future relocation to Columbus, OH which should be completed no later June 2022 (subject to any restrictions imposed in relation to COVID19). Your relocation will be executed under the provisions of the Company’s relocation policy. In addition, you have received and understand the Relocation Policy and agree that if you voluntarily resign or you are terminated for misconduct prior to the ﬁrst anniversary of your initiation date into the relocation program, you will reimburse the Company for all costs related to your relocation and if said resignation or termination occurs after the ﬁrst anniversary of your initiation into the relocation program but prior to the second anniversary, you will reimburse the Company an amount equal to one-half of all costs related to your relocation. Relocation costs include, but are not limited to, actual costs as well as any relocation bonuses. Per our mutual agreement, the Company will cover the cost of four (4) round-trip visits to Columbus for you and your family prior to your relocation to the area. Beneﬁts: We offer a comprehensive beneﬁts program that is very competitive within the retail industry. During the interview process, you were provided a copy of the Beneﬁts Overview. The Beneﬁts Overview highlights the health, welfare and lifestyle beneﬁts you will receive as a Chief Legal Ofﬁcer at the Company. For more information on our US Health Beneﬁts and Executive Beneﬁts. Severance: In the event of a termination of employment by LB, or Bath and Body Works, other than for “cause”, other than during the 24-month period following a “change in control” (as deﬁned in the L Brands stock plan), subject to the execution and nonrevocation of a general waiver and release of claims, you will be entitled to receive: (i) continued payment of your base salary for 24 months following the termination date, (ii) the actual incentive compensation you would have received if you had remained an employee of LB for one year following the termination date and (iii) for a period of up to 24 months following the termination of employment (or earlier if you become subsequently employed), LB will provide you and your beneﬁciaries medical and dental beneﬁts substantially similar in the aggregate to those provided prior to the date of termination. In addition, if such termination of employment occurs within the 24-month period following a “change in control”, subject to the execution and nonrevocation of a general waiver and release of claims, you will be entitled to receive: (i) an amount equal to two times your base salary,16/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 3/4 (ii) an amount equal to the sum of the last four bonus payments under LB’s incentive compensation program plus a prorated amount for the season in which your employment is terminated (based on the average of such four prior bonus payments) (iii) for a period of 24 months following the termination of employment (or earlier if you become subsequently employed), you and your beneﬁciaries will be entitled to receive medical and dental beneﬁts substantially similar in the aggregate to those provided prior to the date of termination. Lbrands stock plan can be found here. This offer is based on your representation that you are under no legal impediment to accepting our offer and performing the anticipated services. This offer is contingent upon a mutually agreed upon start date, successful completion of background checking and completion of references. It is understood that you agree to an acceptance date of this offer by Monday, April 19, 2021. This offer is also subject to your agreeing to enter into the attached Conﬁdentiality, Non- Competition and Intellectual Property Agreement. This letter does not constitute an employment contract with you. As set forth in The Guide, our associate handbook, your employment will be at-will. The Company reserves the right to amend, vary or withdraw any compensation, beneﬁt, bonus, equity award or other such programs at any time, in the sole discretion of the Company. All compensation, beneﬁt, bonus, equity award and other such programs are governed by and subject to the ofﬁcial plan documents, award agreements and Board of Directors of the Company’s parent. Upon acceptance of this offer, please sign this letter along with the agreements outlined on the checklist and return them via DocuSign. We want reviewing your offer to be hassle-free, so we are here to answer any questions you may have. Please contact Deon Riley at [**] and she can help clarify any part of your offer. Also, once you accept, we will support you with a comprehensive new hire orientation program, including even more speciﬁc details about beneﬁts. We look forward to having you on the team! Sincerely, I accept this offer as of the date above. /s/ Andrew Meslow /s/ Michael Wu Andrew Meslow Michael Wu Chief Executive Ofﬁcer L Brands and Bath & Body Works 16/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 4/4" }, { "role": "assistant", "content": "{\"clause_text\": \"All employment-related disputes shall be resolved exclusively through foreign arbitration.\", \"clause_type\": \"Dispute Resolution\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Excludes access to local legal remedies.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: Standord, IIL, 35 Edward Ln, Colombo 03, Sri Lanka. PART -TIME STUDENT EMPLOYEE AGREEMENT This Student Employee Agreement is entered into as of 18/01/2025 , by and between Standord , with its principal place of business at IIL, 35 Edward Ln, Colombo, Sri Lanka (hereinafter referred to as the \\\"Company\\\"), and Nathaneal Isuru Meththananda of 30/36 E2/1, De Silva Cross Road, Kalubowila holding NIC 200313110359 (hereinafter referred to as the \\\"Employee\\\"). 1. Appointment and Scope of Work The Company hereby appoints the employee to the position of Cybersecurity Specialist for the term specified below. The Employee's duties shall encompass all tasks customarily associated with this role, as assigned by the Company. The Employee is obligated to perform all work in accordance with instructions provided by the Company and in li ne with industry standards. The primary responsibilities shall include, but are not limited to, the following. 1. Monitor and analyze system logs and network traffic to identify potential security threats or breaches. 2. Conduct vulnerability assessments and penetration testing to evaluate the security posture of systems and applications. 3. Assist in designing and implementing cybersecurity measures to protect data and infrastructure across AI -related projects. 4. Research emerging cybersecurity threats, tools, and techniques, and recommend proactive measures to mitigate risks. 5. Develop and maintain incident response plans and assist in responding to security incidents or breaches. 6. Collaborate with the team to integrate secure coding practices into AI development workflows. 2 7. Conduct regular audits of third -party tools, software, and systems for compliance with security standards. 8. Educate team members about cybersecurity best practices, including safe handling of sensitive data and secure system usage. 9. Document security protocols, findings from assessments, and recommendations for system improvements. 10. Stay updated on industry trends, frameworks, and tools relevant to AI and cybersecurity. The Employee is expected to perform these duties with a high level of competence, dedication, and adherence to the Company’s goals and standards. The responsibilities outlined above may be adjusted as necessary to meet the evolving needs of the Company. An y job description issued by the Company, whether currently or in the future, shall constitute an integral part of this Employment Contract. 2. Term of Employment The Employment shall commence on 20/01/2025 , and shall continue for a fixed term of 12 months, concluding on 19/01/2026 . The statutory notice period applicable to casual employment relationships shall govern any termination of this Employment. 3. Working Hours The Employee agrees to a regular work schedule of 20 hours per week. The Employee shall also perform additional duties beyond these hours, including on Saturdays, nights, Sundays, or public holidays, if urgently required by the Company’s needs or as directed by the Employee’s supervisor, subject to applicab le law. 4. Prevention from Work In the case of any prevention from work, irrespective of the reason, the company must be notified immediately of the reason for absence. In this regard, the employee shall highlight any urgent work matters. The statutory provisions regarding proof of incap acity for work shall remain unaffected. In cases of illness affecting a child, spouse, or equivalent family member residing in the same 3 household, the Employee is granted leave without continued payment of remuneration, in accordance with Sri Lankan labor law. 5. Compensation and Remuneration The Employee shall receive no monthly remuneration. The Employee is expected to dedicate time and effort, as necessary, to achieve key milestones and goals. There are no performance reviews connected to compensation. Compensation for overtime or additional work will not be applicable unless explicitly agreed in writing by the Employee’s supervisor. Any special payments remain discretionary and shall not create any future legal entitlement. Assignment or pledging of the remuneration, in whole or in part, is prohibited. 6. Equity Allocation 6.1 Equity by Project Equity will be allocated based on the contribution to a specific project, and not to the company as a whole. The allocation will be determined at the completion of the project and agreed upon by the board. 6.2 Agreement Notification Any equity allocated will be documented in writing, specifying the terms and conditions. 6.3 Merit -Based Award Any shares awarded shall be granted based on a meritocratic system, as mutually agreed upon by the Employer and the Employee. This system shall define the criteria and performance indicators for share allocation. 4 7. Reimbursement for Non -Compensated Work 7.1 Reimbursement Option For work completed during the non -compensated period, employees be reimbursed when the company generates sufficient cash flow, and after the 3rd quarter of 2025. 7.2 Reimbursement Calculation The reimbursement amount will be based on an evaluation of the work completed during the non - compensated period. 8. Equity in Lieu of Reimbursement 8.1 Equity Option During the employee exit, the employee has the option to request equity from Standord in lieu of reimbursement for the non -compensated period. 8.2 Equity Allocation Process The equity will be allocated as seen fit by the director board, which will either accept or deny the request. The evaluation will be based on the work completed after 6 months of the work period. 8.3 Reimbursement Option If the director board denies the equity request, the employee will be reimbursed as per the reimbursement policy. 5 9. Income Tax Liability The Employee shall be solely responsible for the income tax liability arising from any monetary benefits, which shall be governed by the applicable tax laws of the Employee's country as amended from time to time. 10. Reimbursement of Expenses The Company shall reimburse the Employee for travel costs and other expenses upon submission of valid receipts. The scope of such reimbursable expenses must be agreed upon in advance with a managing director of the Company prior to the commencement of any business trip, unless a general written policy governing such expenses is applicable to the entire Company. 11. Confidentiality Obligations The Employee agrees to maintain strict confidentiality regarding all business and trade secrets acquired during the employment relationship. This obligation shall extend during and after the term of employment. Upon termination, the Employee shall promptly return all Company property. The Employee must maintain strict confidentiality regarding all proprietar y information, knowledge, and concepts obtained during the Employment, which obligation shall last for 1.5 years following its completion. 12. Intellectual Property Rights All work, inventions, or developments created by the Employee during the course of the Employment are the exclusive property of the Company. The Employee agrees that any concepts, code, or ideas developed during the Employment belong solely to the Company. The Employee grants the Employer an unrestricted right to use such works. 6 13. Leave Policy 13.1 Leave Entitlement As this is a part -time employment arrangement, the Employee is not entitled to any leave. 13.2 Leave Notification and Coverage If the Employee needs to take leave, they must inform their immediate supervisor in advance and seek prior approval. Any leave must be compensated by covering the missed hours within the same or the following week. 13.3 Medical Certificate If absent due to illness for more than two consecutive days, a medical certificate is required. 13.4 Applicability of Leave Laws Sri Lankan statutory leave entitlements do not apply to this part -time arrangement. 14. Disclosure of Secondary Activities The Employee shall promptly inform the Employer of any paid activities currently undertaken or intended to be undertaken and shall seek the Employer’s consent. 15. Limitation on Claims Claims arising from the employment relationship must be submitted in writing within three (3) months from the due date. 7 16. Other Obligations The Employee irrevocably assigns to the Company any future claims for damages against third parties arising from events causing incapacity to work. The Employee shall promptly notify the Company in writing of any personal changes relevant to the employment relationship. 17. Termination Clause The Company reserves the right to terminate the Employment at any time. 18. Work Environment The Employee agrees to a hybrid work environment of Wednesday and Friday being in the office and the rest of the days working from home. 19. Final Provisions This Contract constitutes the entire agreement between the Parties. Any amendments or additions must be made in writing. 20. Governing Law and Jurisdiction This Contract shall be governed by and construed in accordance with the laws of Sri Lanka. Any disputes arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of Sri Lanka. 8 Please signify your acceptance of the terms and conditions of this contract of training and return the second copy of this letter duly signed. Yours faithfully, ........................................ J.M.D.V. Jeewandara, CEO, Standord. 18/01/2025 I hereby accept the appointment and agree to the terms and conditions outlined in this Part -Time Student Employee Agreement. I acknowledge that I have read, understood, and agreed to abide by the terms and conditions of this agreement, including all respon sibilities, obligations, and policies stated herein. ................................................. Nathaneal Isuru Meththananda Date :" }, { "role": "assistant", "content": "{\"clause_text\": \"You will comply with all company policies and procedures.\", \"clause_type\": \"Conduct Policy\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Generic clause referencing compliance expectations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.14 5 bbwi128202310kexhibit1014.htm OFFER LETTER BETWEEN THE COMP ANY AND GINA BOSWELL Exhibit 10.14 image_0b.jpg November 1, 2022 Gina Boswell Via E-mail Dear Gina, On behalf of Bath & Body Works, Inc. (“BBW” or the “Company”), I am pleased to extend you an offer to join the Company as Chief Executive Ofﬁcer based on the terms and conditions set forth below in this offer letter (this “Letter”). Position and Duties:Chief Executive Ofﬁcer, reporting directly to the Company’s Board of Directors (the “Board”). On the start date, you will be appointed as a member of the Board and thereafter, while serving as Chief Executive Ofﬁcer, the Board will nominate you for election to the Board. Upon your cessation of employment with the Company, your service on the Board will cease and you will resign from any and all positions with the Company and its afﬁliates. Start Date: December 1, 2022 Location: You will be based in the Company’s ofﬁces in Columbus, Ohio, subject to reasonable business travel from time to time. Annual Base Salary:$1,500,000 Annual Incentive Compensation:Beginning with the 2023 ﬁscal year (commencing January 29, 2023), you will be eligible to participate in the Company’s Incentive Compensation (cash bonus) program under the 2015 Cash Incentive Compensation Performance Plan, as it may be amended from time to time, or any successor plan (the “IC Plan”). Your target annual incentive opportunity under the IC Plan will be 190% of your annual base salary. With respect to the 2022 ﬁscal year (ending January 28, 2023), you will be eligible for a fall season award under the IC Plan, with the actual amount to be prorated based on the portion of such six-month period that you are employed with the Company commencing on your start date. Participation in the IC Plan does not guarantee or give rise to a legitimate expectation of any entitlement to a payout. All payments under the IC Plan will be determined by the Board or the Human Capital and Compensation Committee of the Board (the “Committee”) in its sole discretion and are based on BBW proﬁt results. In calculating your earned annual incentive compensation, if any, pursuant to the IC Plan, the year is currently divided into two seasons, with 40% of your annual incentive compensation, if any, earned and paid with respect to the spring season and 60% of your annual incentive compensation, if any, earned and paid with respect to the fall season. Any payouts made to you under the IC Plan will be payable in accordance with the Company’s customary practices and the terms of the IC Plan. 1 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 1/30Annual Equity Awards:Beginning with the 2023 ﬁscal year, you will be eligible to participate in the Company’s 2020 Stock Option and Performance Incentive Plan, as it may be amended from time to time, or any successor plan (the “Plan”). Your annual target equity award opportunity will have a grant date fair value of $7,500,000 (determined in the same manner as applies to the Company’s other executive ofﬁcers). The terms and conditions of any equity-based awards, including the grant date, types of award(s), exercise price (if any), vesting schedules and applicable performance metrics, will be determined by the Committee in its sole discretion and will be set forth in the applicable award agreements and subject to the terms of the Plan; provided that the terms and conditions of your awards with respect to the types of award(s), allocation among award types, exercise price (if any), vesting schedules, applicable performance metrics and treatment upon termination of employment will be no less favorable to you than annual awards granted to the Company’s other executive ofﬁcers in the same year (and will not supersede in any adverse manner the treatment of equity awards upon termination of employment as provided under the Executive Severance Agreement attached hereto, except as may be speciﬁcally agreed by you in an applicable award agreement). Your annual equity awards will be granted at the same time as annual equity awards are granted to the Company’s other executive ofﬁcers. Sign-On RSUs: On or as soon as reasonably practicable following your start date, you will be granted a one-time award of restricted stock units with a grant date fair value of $4,000,000 (the “Sign-On RSUs”). The number of shares of BBW common stock subject to the Sign-On RSUs will be determined by dividing $4,000,000 by the closing price of a share of BBW common stock on the date of grant. The Sign-On RSUs will vest 30% on the ﬁrst anniversary of the award grant date, 30% on the second anniversary of the award grant date, and 40% on the third anniversary of the award grant date, subject to your continued employment through each applicable anniversary, and will be settled in shares of BBW common stock as soon as reasonably practicable following the vesting date. The other terms and conditions of the Sign-On RSUs will be set forth in the applicable award agreement and subject to the terms of the Plan. Sign-On Bonus: You will receive a one-time cash sign-on bonus in the amount of $1,500,000 (the “Sign-On Bonus”), which will be paid in a single lump sum within two weeks of your start date. To be eligible to receive the Sign-On Bonus, you agree and acknowledge that if you resign your employment with the Company without Good Reason or your employment is terminated by the Company for Cause (as those terms are deﬁned in the Executive Severance Agreement), in either case on or prior to the ﬁrst anniversary of your start date, you will be obligated to repay the entire amount of the Sign-On Bonus (less the taxes previously required to be withheld by the Company) within ﬁfteen days of your date of termination. Relocation Beneﬁts:You agree that you will relocate to Columbus, Ohio no later than March 31, 2023. Until your relocation is complete, the Company will provide you with temporary housing in the greater Columbus area and round-trip commercial airfare from the Palm Beach area to Columbus up to four times per month, and you will be eligible to receive relocation assistance in accordance with the provisions of the Company’s relocation policy. To receive the relocation assistance and beneﬁts described in this paragraph, you must agree to the Company’s Relocation Policy, which provides that if you voluntarily resign or you are terminated for Cause prior to the ﬁrst anniversary of your start date, you will reimburse the Company for all costs related to your relocation, and if said resignation or termination occurs after the ﬁrst anniversary of your start date but prior to the second anniversary, you will reimburse the Company for an amount equal to one-half of all costs related to your relocation. 2 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 2/30Beneﬁts: We offer a comprehensive beneﬁts program that is very competitive within the retail industry. During your employment, you will be eligible to participate in any health, welfare and retirement beneﬁt programs adopted and maintained by the Company for its employees, subject to the terms and limitations of the applicable plan and the Company’s ability, in its sole discretion, at any time and from time to time, to change or terminate any of its employee beneﬁt plans, programs or policies. More information will be provided to you prior to your start date. Severance: Upon your start date, you and the Company will enter into an Executive Severance Agreement in the form attached hereto as Exhibit I. Restrictive Covenants:This Letter is based on your representation that you are under no legal or other impediment to accepting our offer and performing the anticipated services or carrying out your responsibilities for the Company, and is subject to your execution of the Conﬁdentiality, Non-Competition and Intellectual Property Agreement, attached hereto as Annex A. Taxes: All payments and beneﬁts provided for in this Letter are subject to withholding for applicable income and payroll taxes or otherwise as required by law. Any amounts payable under this Letter are intended to be exempt or excluded from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”), or are otherwise intended to avoid the incurrence of tax penalties under Section 409A, and, with respect to amounts payable under this Letter that are subject to Section 409A, this Letter will in all respects be administered in accordance with Section 409A. For purposes of Section 409A, any right to a series of payments under this Letter, if any, will be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of payment of any amounts payable under this Letter. Indemniﬁcation Upon your start date, you will be enter into an Indemniﬁcation Agreement in the same form as applicable to other executive ofﬁcers and directors of the Company. In addition, both during and after your employment by the Company, you will be entitled to the beneﬁt of directors’ and ofﬁcers’ insurance maintained by the Company, on terms no less favorable than any then-current directors and ofﬁcers. 3 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 3/30Legal Fees The Company will pay the legal fees reasonably incurred by you in connection with the negotiation and documentation of this Letter and related exhibits and agreements, within 30 days following presentation of invoices reasonably evidencing those fees. Miscellaneous: This Letter, together with the Annex attached hereto and the Executive Severance Agreement to be entered into with you, constitute the entire agreement between you and the Company regarding your employment with the Company and supersedes any and all oral or written employment or compensation agreements, term sheets or discussions between you and the Company or its afﬁliates. This Letter does not constitute an employment contract with you for any speciﬁc period of time. Your employment will be at-will and both you and the Company have the right to terminate your employment at any time for any reason or no reason. In addition, the Company reserves the right to prospectively amend or terminate any of its compensation or beneﬁt plans or programs at any time, in the sole discretion of the Company; provided that, for avoidance of doubt, the Company may not amend this Letter, the Executive Severance Agreement, any outstanding equity award agreement or any other individual agreement between you and the Company without your consent. All compensation, beneﬁt, bonus, equity award and other such programs are governed by and subject to the ofﬁcial plan documents, award agreements and the Board or the Committee’s discretion. You agree to comply fully with all policies and procedures in effect for employees and executives, in each case as currently in effect and as may be amended from time to time. This Letter is contingent upon a successful completion of background checking and completion of references. This Letter will be construed in accordance with and governed by the laws of the State of Ohio without regard to conﬂicts of law principles. We are very much looking forward to you joining Bath & Body Works, Inc. We are excited about the important contributions that you will make to the Company and look forward to your acceptance of our offer. Please feel free call me with any questions. To accept, please sign below and return this letter to me promptly. Sincerely, /s/ Michael Morris Michael Morris Chair, Human Capital and Compensation Committee Bath & Body Works, Inc. Accepted and Agreed: /s/ Gina Boswell Name: Gina Boswell Date: November 1, 202216/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 4/304 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 5/30EXHIBIT I EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement ”) is made and entered into as of _________, 2022 (the “Effective Date ”), by and between Bath & Body Works, Inc. and on behalf of all of its subsidiaries and afﬁliates (collectively , the “Company ”) and Gina Boswell (the “Executive ”) (hereinafter collectively referred to as the “ Parties ”). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive’ s services and knowledge are valuable to the Company; and WHEREAS, in consideration of the Executive’ s continued employment , the Company has determined that it is in its best interests to provide the Executive with the severance protections in accordance with the terms and conditions of this Agreement. NOW , THEREFORE, IN CONSIDERA TION of the foregoing, and in view of the promises and other good and valuable consideration described in this Agreement (the sufﬁciency and receipt of which are hereby acknowledged), the Parties agree as follows: 1. Effective Date and Term of this Agreement . This Agreement shall be effective on the Effective Date and will remain in effect unless and until (i) the Executive’ s employment with the Company is terminated by either Party in accordance with Section 2, and (ii) all payments and/or beneﬁts to which the Executive is entitled under this Agreement, if any, have been made or provided to the Executive in accordance with the terms of this Agreement. 2. Termination of Employment . The Executive’ s employment with the Company shall terminate upon the earlier of: (i) automatically sixty (60) days after the Executive provides a Notice of Termination of the Executive’ s resignation for any reason other than for Good Reason; (ii) thirty (30) days following the Executive providing a Notice of Termination indicating the existence of a condition(s) constituting Good Reas on other than to the extent that such condition is cured; (iii) immediately upon the Executive’ s Total Disability or death; (iv) automatically thirty (30) days after the Executive receives Notice of Termination from the Company of the Executive’ s Termination without Cause; or (v) the date set forth in the Notice of Termination from the Company of the Executive’ s termination of employment with the Company for Cause (collectively , the earliest of being the “Termination Date ”). The Company may, in its sole discretion, waive all or any part of the notice periods set forth in subsection (i) or (iv) in the immediately preceding sentence and pay the Executive in lieu of any such waived period the compensation and other beneﬁts that the Executive would have otherwise received in such period, but in either case the Executive or the Company , as applicable, will deliver such Notice of Termination. 3. Non-Qualifying Termination . (a) Notwithstanding anything herein or in any other agreement to the contrary , if the Executive’ s employment is terminated by the Company for Cause, the Company’ s sole obligation shall be to pay the Executive the Accrued Amounts and the Executive shall not be entitled to severance beneﬁts under this Agreement or any other agreement or severance plan, policy or program of the Company . (b) Notwithstanding anything herein or in any other agreement to the contrary , to the extent that the Executive experiences a Termination for any reason while a Company-led internal investigation into facts that could reasonably give rise to the Executive’ s Termination for Cause is pending: (i) the Executive shall not be entitled to receive any severance16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 6/30Exhibit I-116/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 7/30beneﬁts under this Agreement (other than the Accrued Amounts) or any other agreement or severance plan, policy or program of the Company; and (ii) the Executive shall not be entitled to vest in or receive any Variable Compensation in either case, unles s and until the Company concludes its investigation with a ﬁnding that grounds for a Termination for Cause did not in fact exist, and only to the extent provided for under the terms of the applicable agreement, plan, policy or program. (c) If the Executive experiences a Termination by reason of the Executive’ s death or if the Executive gives the Company a Notice of Termination other than for Good Reason, the Company’ s sole obligation shall be to pay the Executive the Accrued Amounts. (d) If the Executive experiences a Termination by reason of the Executive’ s Total Disability , the Company shall provide the Executive with the following: (i) the Accrued Amounts; and (ii) the Executive shall be entitled to receive disability beneﬁts available under the Company’ s long- term disability plan as then in ef fect, to the extent applicable. 4. Severance Upon a Qualifying Termination Not Within the Protection Period . If the Executive experiences a Qualifying Termination not within the Protection Period, then, subject to Section 6, the Company shall provide the Executive with the following (collectively , the “Severance Beneﬁts ”): (a) The Accrued Amounts; (b) The Company shall continue to pay the Executive’ s Base Salary for a period of two (2) years following the Qualifyin g Termination, less applicable withholding, payable as follows: (i) on the Company’ s ﬁrst regularly scheduled pay date falling on or after sixty (60) days from the Executive’ s Termination Date, but in no event later than 2 ½ months following the Termination Date (the “First Payment Date ”), the Company will pay the Executive, without interest, the number of missed payroll installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’ s regularly scheduled payroll dates, and (ii) each of the remaining installments shall be paid on the Company’ s regularly scheduled pay dates during the rema inder of such two (2)-year period; (c) The Company shall pay the Executive an amount equal two (2) years’ of COBRA premiums (based on the premium rate in effect on the Termination Date for the Executive and her spouse and eligible dependents) in a single lump sum payment less applicable withholding (“COBRA Payment ”). The COBRA Payment shall be paid (i) on the First Payment Date and (ii) regardless of whether the Executive elects COBRA continuation coverage under the Company’ s group health plan; (d) The Company shall pay the Executive any incentive compensation under the IC Plan as follows: (i) the incentive compensation that the Executive would have received for the season which includes the Executive’ s Termination Date if the Executive had remained employed with the Company through the completion of such season, pro-rated to such Termination Date and based on actual performance; and (ii) the incentive compensation under the IC Plan that the Executive would have received if the Executive had remained employe d with the Company for a period of two (2) years (i.e., the next four (4) seasons under the IC Plan) after the Termination Date based on actual performance, less applicable withholding, subject to the terms of the IC Plan. The foregoing payments shall be paid at the same time as payments under the IC Plan are typically paid, but in no event later than March 15 of the year following the year in which the applicable season is completed; andt h Exhibit I-216/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 8/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 9/30(e) The treatment of any outstanding equity awards shall be determined as follows: (i) A pro-rata portion of the outstanding unvested equity awards that are held by the Executive as of the Termination Date and vest only based on the passage of time shall vest and be settled on the First Payment Date, which pro-rata vesting shall be determined by (A) multiplying (x) the number of shares subject to the award by (y) a fraction, the numerator of which is the number of complete months between the ﬁrst day of the applicable time-based vesting period and the Termination Date, and the denominator of which is the aggregate number of months in the time-based vesting period, less (B) the number of shares subject to the award that had already vested pursuant to the award’ s terms prior to the Termination Date, if any; (ii) A pro-rata portion of the outstan ding unvested equity awards that are held by the Executive as of the Termination Date and vest based, at least in part, on the satisfaction of performance goals shall vest and be settled promptly following the end of the performance period, but in any event not earlier than the First Payment Date or later than the end of the calendar year in which the performance period ends, which pro-rata vesting shall be determined by (A) multiplying the number of shares that the Executive would have earned for the entire performance period based on the level of performance determined in accordance with the applicable plan and award agreements by (B) a fraction, the numerator of which is the number of complete months between the ﬁrst day of the applicable performance period and the Termination Date, and the denominator of which is the aggregate number of months in the performance period (or vesting period, if longer); (iii) To the extent that any outstanding unvested equity award that is held by the Executive as of the Termination Date would vest at a greater percentage under the terms of the applicable plan and award agreement than as provided for under Sections 4(e)(i)-(ii), the terms of such award agreement shall instead determine the number of shares covered by such equity award that will vest under this Section 4(e), subject to Sections 4(e)(iv)-(v); (iv) Notwithstanding the foregoing, no equity awards that are outstanding as of the Termination Date will be forfeited during the three (3)-month period commencing upon the Termination Date, provided, that, (x) to the extent a Change in Control occurs during such three (3)- month period, any such equity awards that are outstanding and unve sted as of the Change in Control will instead be treated in accordance with Section 5; and (y) to the extent a Change in Control does not occur during such three (3)-month period, any portion of the equity awards outstanding as of Termination Date that do not vest pursuant to Sections 4(e)(i)-(iii) shall be forfeited; and (v) To the extent that the payment or settlement of any equity awards in accordance with the foregoing would constitute an impermissible change in the time or form of payment under Section 409A of the Code, then such portion shall be payable at a time that would be permitted under Section 409A of the Code and that is as near as possible to the payment timing contemplated by the foregoing. 5. Severance Upon a Qualifying Termination Within the Protection Period . If the Executive has a Qualifying Termination within the Protection Period, then, subject to Section 6, the Company will provide the Executive with the following (collectively , the “Change in Control Severance Beneﬁts ”): (a) The payments and beneﬁts described in Sections 4(a), (b), and (c); provided, however , that if the Termination Date occurs during the portion of the Protection Period that occurs on or following a Change in Control, and such Change in Control is a Change in Control Event, then the total of the salary continuation amounts described in Section 4(b) will Exhibit I-316/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 10/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 11/30instead be paid to the Executive in a single lump sum, less applicable withholding, on the First Payment Date; (b) A payment equal to the sum of the incentive compensation payouts that the Executive actually received under the IC Plan for the four (4) completed seasons immediately preceding the Termination Date, with the amount of any payout that is prorated with respect to any seasonal incentive period in which the Executive was not employed by the Company for the entirety of such incentive period to be annualized (the “Bonus Amount ”); provided, however , that if, as of the Executive’ s Termination Date, the Executive has not been employed for a long enough period to have been eligible for four (4) seasons of incentive compensa tion payouts under the IC Plan, the seasonal target incentive award opportunity applicable to the Executive as of immediately prior to the Termination Date shall be used for purposes of calculating the Bonus Amount for any season during which the Executive was not eligible for a payout under IC Plan solely as a result of the Executive’ s date of commencement of employment. The Bonus Amount shall be paid, less applicable withholding, in a lump sum cash payment on the First Payment Date; (c) A payment equal to the produc t of (i) the average of the incentive compensation payouts that the Executive actually received under the IC Plan for the four (4) completed seasons immediately preceding the Executiv e’s Termination Date, with the amount of any payout that is prorated with respect to any seasonal incentive period in which the Executive was not employed by the Company for the entirety of such incentive period to be annualized and, if, as of the Executive’ s Termination Date, the Executive has not been employed for a long enough period to have been eligible for four (4) seasons of incentive compensation payouts under the IC Plan, then for purposes of such average, the seasonal target incentive award opportunity applicable to the Executive as of immediately prior to the Termination Date shall be used for any season in which the Executive was not eligible for a payout under IC Plan solely as a result of the Executive’ s date of commencement of employment, multiplied by (ii) a fraction, the numerator of which is the number of days in the season (within the meaning of the IC Plan) in which the Termination Date occurs that elapsed through the Termination Date and the denominator of which is the total number of days in such season. The foregoing payment, less applicable withholding, shall be paid on the First Payment Date; (d) If any action at law, in equity , or arbitration, including an action for declaratory relief, is brought by the Executive to obtain or enforce any rights provided by this Section 5, the Company shall pay or reimburse the Executive for all documented legal fees and expenses reasonably incurred by the Executive in such action. Such amounts shall be paid or reimbursed on a monthly basis for expenses incurred in the preceding month; provided that the Executive will be required to promptly repay to the Company any amounts paid or reimbursed under this paragraph to the extent an arbitrator or court of competent jurisdiction determines that the Executive’ s position in such action is frivolous or in bad faith; and (e) All of the outstanding and unvested equity awards held by the Executive immediately before such Qualifying Termination will immediately become fully vested and payable on the First Payment Date, provided that, to the extent that paying any portion of such amount in accordance with the foregoing would constitute an impermissible change in the time or form of payment under Section 409A of the Code, then such portion shall be payable at a time that would be permitted under Section 409A of the Code and that is as near as possible to the payment timing contemplated by the foregoing. To the extent that an equity award vests based on the achievement of performance goals, performance goals will be deemed to be achieved at target levels if less than one-third of the applicable performance period has elapsed as of the date of the Change in Control, otherwise performance goals will be deemed to be achieved at maximum levels. Exhibit I-416/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 12/30(f) In the event that the Termination Date occurs during the portion of the Protection Period that precedes a Change in Control and the Executive has already commenced receiving payments and/or beneﬁts under Section 4 prior to the Change in Control, then the Executive will be entitled to the payments and beneﬁts under this Section 5 in lieu of any additional payments or beneﬁts under Section 4, but only to the extent an equivalent payment and/or beneﬁt has not already been paid or provided pursuant to Section 4. 6. Release Requirement . Notwithstanding any other provisions of this Agreement to the contrary , the Company shall not make or provide the Severance Beneﬁts or the Change in Control Severance Beneﬁts (in each case, other than the Accrued Amounts) or waive its rights under Section 7(e) unless the Executive timely executes and delivers to the Company a release of claims in favor of the Company , its afﬁliates and their respective ofﬁcers and directors in a form provided by the Company (the “Release ”) and such Release becomes effective and irrevocable within sixty (60) days following the Executive’ s Termination Date. If the foregoing requirements are not satisﬁed by the Executive, then no Severance Beneﬁts nor Change in Control Severance Beneﬁts (in each case, other than the Accrued Amounts) shall be due to the Executive pursuant to this Agreement. 7. Effect on Other Plans, Agreements and Beneﬁts . (a) Any severance beneﬁts payable to the Executive under this Agreement will be in lieu of and not in addition to: (i) any severance beneﬁts to which the Executive would otherwise be entitled under any general severance policy or severance plan maintained by the Company or any agreement between the Executive and the Company that provides for severance beneﬁts (for the avoidance, other than any special written retention agreements); and (ii) any salary continuation provided for under the Conﬁdentiality , Noncompetition and Intellectual Property Agreement. (b) Any severance beneﬁts payable to the Executive under this Agree ment will not be counted as compensation for purposes of determining beneﬁts under any other beneﬁt policies or plans of the Company , except to the extent expressly provided therein. (c) The Executive’ s entitlement to any other beneﬁts not expressly referenced herein shall be determined in accordance with the applicable employee beneﬁt plans then in ef fect. (d) The Executive expressly agrees that any amounts the Executive may owe to the Company as of the Termination Date may be deducted from the amount s that the Company would otherwise owe to the Executive under this Agreement, subject to the requirements of Section 409A of the Code. (e) Notwithstanding anything herein or in any other agreement to the contrary , if the Executive incurs a Termination for Cause, then all Variable Compensation shall be immediately canceled for no consideration. (f) The Executive will be subject to the Company’ s clawback policies in effect from time to time, if such policies are also applicable to all other executive ofﬁcers of the Company on the same terms. 8. Section 280G of the Code . (a) Notwithstanding anything in this Agreement to the contrary , if the Executive is a “disqualiﬁed individual” (as deﬁned in Section 280G(c) of the Code) and the payments and beneﬁts provided for in this Agreement, together with any other payments and beneﬁts which the Exhibit I-516/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 13/30Executive has the right to receive from the Company or any other person, would constitute a “parachute payment” (as deﬁned in Section 280G(b)(2) of the Code), then the payments and beneﬁts provided for in this Agreement will be either (a) reduced (but not below zero) so that the present value of such total amount s and beneﬁts received by the Executive from the Company and/or such person(s) will be $1.00 less than three (3) times the Executive’ s “base amount” (as deﬁned in Section 280G(b)(3) of the Code) and so that no portion of such amounts and beneﬁts received by the Executive will be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better “net after-tax” economic position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). (b) The reduction of payments and beneﬁts hereunder , if applicable, will be made by determining the Parachute Payment Ratio (as deﬁned below) for each payment or beneﬁt then reducing the total payments and beneﬁts in order , beginning with the payment or beneﬁt with the highest Parachute Payment Ratio. Payments or beneﬁts with the same Parachute Payment Ratio will be reduced based on the time of payment, with the latest payments or beneﬁts reduced ﬁrst. Payments or beneﬁts with the same Parachute Payment Ratio and the same time of payment will be reduced proportionately . For purposes of this Agreement, the term “Parachute Payment Ratio ” shall mean a fraction, (a) the numerator of which is the value of the applicable payment or beneﬁt, as calculated for purposes of Sectio n 280G of the Code, and (b) the denominator of which is the intrinsic (i.e., economic) value of such payment or beneﬁt. (c) The determination as to whether any such reduction in the amount of the payments and beneﬁts provided hereunder is necessary will be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting ﬁrm or law ﬁrm of national reputation that is selected for this purpose by the Com pany in its sole discretion (the “280G Firm”). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the Code, the 280G Firm or the Company may retain the services of an independent valuation expert. (d) If a reduced payment or beneﬁt is made or provided in accordance with this Section 8 and through error or otherwise that payment or beneﬁt, when aggregated with other payments and beneﬁts from the Company used in determining if a “parachute payment” exists, exceeds $1.00 less than three (3) times the Executive’ s base amount , then the Executive must immediately repay such excess to the Company upon notiﬁcation that an overpayment has been made. Nothing in this Section 8 will require the Company to be responsible for, or have any liability or obligation with respect to, the Executive’ s excise tax liabilities under Section 4999 of the Code. 9. Arbitration and Class and Representative Action W aiver . (a) The Parties agree that, subject to Section 9(b), any controversy or claim between the Company and the Executive arising out of or relating to this Agreement or its termination shall be settled and determined by a single arbitrator whose award shall be accepted as ﬁnal and binding upon the Parties. If the Executive initiates arbitration, the Executive will be responsible for paying one-half of the ﬁling fee. Each Party will be responsible for their own attorney’ s fees, subject to Section 5(d). The Parties shall jointly select an arbitrator from JAMS, Inc. (“JAMS ”) or the American Arbitration Associ ation (“AAA”) with at least ten (10) years of experience in employment disputes. The arbitration shall be conducted on a conﬁd ential basis by the AAA or JAMS and administered under their Employment Arbitration Rules, which are currently available at http://www .adr.org and http://www .jamsadr .com, respectively . The arbitrator shall have the authority to allow for appropriate discovery and exchange of information before a hearing, including, but not limited to, production of documents, information requests,16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 14/30Exhibit I-616/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 15/30depositions and subpoenas. Unless the arbitrator determines additional discovery is necessary to adequately arbitrate Executive’ s claims, discovery shall be conducted in accordance with the then- current version of the Federal Rules of Civil Procedure. Those rules can be found at https://www .law.cornell.edu/rules/frcp. The arbitration shall take place in Columbus, Ohio. Notwithstanding the AAA or JAMS rules, all parties to the arbitration shall have the right to ﬁle a dispositive motion and shall not be required to seek permission from the arbitrator to do so. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Judgment on the award may be entered in any court having jurisdiction. (b) This Arbitration provision does not include: (i) Any claim arising under or related to the Conﬁdentiality , Noncompetition and Intellectual Property Agreement; (ii) A claim for workers’ compensation beneﬁts; (iii) A claim for unemployment compensation beneﬁts; (iv) A claim based upon the Company’ s current (successor or future) employee beneﬁts and/or welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under this Agreement; and (v) A claim of sexual harassment, including hostile work environment, “sexual assault” (deﬁned as actual or threatened unwelcomed touching of a sexual nature), gender discrimination, and retaliation related to same. (c) This Agreement also does not prevent the Executive from ﬁling a claim or charge with a federal, state or local administrative agency , such as the Equal Employment Opportunity Commission, the National Labor Relations Board, or similar state or local agencies. (d) This Agreement does not prohibit those limited circumstances under which either Party ﬁnds it necessary to seek emergency or temporary injunctive relief, such as a preliminary injunction or a temporary restraining order , from a court that may be necessary to protect any rights or property of either Party pending the establishment of the arbitral tribunal or its determination of the merits of the dispute. (e) CLASS ACTION WAIVER . To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a class action or collective action (“Class Action Waiver ”). THIS MEANS THAT, EXCEPT AS EXPLICITL Y PROVIDED HEREIN, ALL DISPUTES BETWEEN THE PARTIES THAT ARISE, OR HAVE ARISEN, OUT OF EXECUTIVE’S EMPLOYMENT OR THE TERMINA TION OF THE EXECUTIVE’S EMPLOYMENT SHALL PROCEED IN ARBITRA TION SOLEL Y ON AN INDIVIDUAL BASIS, AND THAT THE ARBITRA TOR’S AUTHORITY TO RESOL VE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED T O THE EXECUTIVE’S INDIVIDUAL CLAIMS. (f) REPRESENT ATIVE ACTION WAIVER . To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a representative action or as a private attorney general action, including but not limited to claims brought pursuant to the Private Attorney General Act of 2004, Cal. Lab. Code § 2698, et seq. (“Representative Action Waiver ”). THIS MEANS THAT, TO THE EXTENT CONSISTENT WITH APPLICABLE LAW, THE EXECUTIVE MA Y NOT SEEK16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 16/30Exhibit I-716/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 17/30RELIEF ON BEHALF OF OTHERS IN ARBITRA TION, INCLUDING BUT NOT LIMITED TO SIMILARL Y AGGRIEVED EMPLOYEES. THE ARBITRA TOR’S AUTHO RITY TO RESOL VE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED TO THE EXECUTIVE’S INDIVIDUAL CLAIMS. (g) The Parties agree that only a court of competent jurisdiction may interpret this Section 9 and resolve challenges to its validity and enforceability , including but not limited to the validity , enforceability and interpretation of the Class Action Waiver and Representative Action Waiver . The arbitrator shall have no jurisdiction or power to make such determinations. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, shall govern the interpretatio n and enforcement of the duty to arbitrate found in this Section 9 and all arbitration proceedings under this Agreement. (h) Any conﬂict between the rules and procedures set forth in either the JAMS or AAA rules and those set forth in this Agreement shall be resolved in favor of those in this Agreement. (i) The burden of proof at an arbitration shall at all times be on the Party seeking relief. (j) In reaching a decision, the arbitrator shall apply the governing substantive law applicable to the claims, causes of action and defenses asserted by the Parties, as applicable in Ohio. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the governing and applicable substantive law, including, without limitation, Title VII, the Age Discrimination in Employment Act, and the Family and Medical Leave Act. (k) The aggrieved Party must give written notice of any claim to the other Party within the applicable statute of limitations. The written notice shall describe the nature of all claims asserted and the facts upon which those claims are based, and shall set forth the aggrieved Party’ s intention to pursue arbitration. The notice shall be mailed to the other Party by certiﬁed or registered mail, return receipt requested. 10. Amendment . No provision of this Agreement may be modiﬁed, waived, or discharged unless such waiver , modiﬁcation, or discharge is agreed to in writing and signed by the Executive and the Company . 11. At-Will Employment . This Agreement does not alter the status of the Executive as an at-will employee of the Company . Nothing contained herein shall be deemed to give the Executive the right to remain employed by the Company or to interfere with the rights of the Company to terminate the employment of the Executive at any time, with or without Cause. 12. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision shall be deemed modiﬁed, amended and narrowed to the extent necessary to render such provision legal, valid and enforceable, and the other remaining provisions of this Agreement shall not be affected but shall remain in full force and effect. If a court of competent jurisdiction ﬁnds the Class Action Waiver and/or Representative Action Waiver in Section 9 is unenforceable for any reason, then the unenforceable waiver provision shall be severable from this Agreement, and any claims covered by any deemed unenforceable waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the Agreement shall be binding and enforceable. Exhibit I-816/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 18/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 19/3013. Headings and Subheadings . Headings and subheadings contained in this Agreement are intended solely for convenience and no provision of this Agreem ent is to be construed by reference to the heading or subheading of any section or paragraph. 14. Unfunded Obligations . The amounts to be paid to the Executive under this Agreement are unfunded obligations of the Com pany . The Company is not required to segregate any monies or other assets from its general funds with respect to these obligation s. The Executive shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor . 15. Notice . For the purposes of this Agreement, notices and all other communications provided for in this Agreement (including the Notice of Termination and a notice of a claim for which a Party seeks arbitration) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certiﬁed mail, return receipt requested, postage prepaid, or upon receipt if overnight delivery service or facsimile is used, addressed as follows: To the Executive : At the most recent address contained in the Company’ s personnel ﬁles. To the Company : Bath & Body W orks, Inc. Three Limited Parkway , Columbus, Ohio 43230 Attn: Chief Legal Ofﬁcer 16. Successors and Assigns . The Company may assign its rights and obligations under this Agreement without the Executive’ s consent: to (a) an afﬁliate of the Company , or (b) in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any other entity or person, or transfer all or substantially all of its properties, stock, or assets to any other entity or person, to the acquirer or resulting entity in such transaction. This Agreement will be binding upon any successor of the Company (whether direct or indirect, by purchase, merger , consolidation or otherwise) in the same manner and to the same extent that the Company would be obligated under this Agreement if no succession had taken place. Neith er this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, the Executive’ s beneﬁciaries or the Executive’ s legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal personal representative. 17. Waiver . Any Party’ s failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisi ons, nor prevent any Party from thereafter enforcing each and every other provision of this Agreement. 18. Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same original. 19. Governing Law. Unless otherwise noted in this Agreement, this Agreement shall be construed in accordance with and governed by the laws of the State of Ohio without regard to conﬂicts of law principles. 20. Withholding . The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. Exhibit I-916/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 20/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 21/3021. Section 409A of the Code . This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that end, this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary , the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Code. Further: (a) Any reimbursement of any costs and expenses by the Com pany to the Executive shall be made by the Company in no event later than the close of the Executive’ s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The expenses incurred by the Executive in any calendar year that are eligible for reimbursement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement and the Executive’ s right to receive any reimbursement shall not be subject to liquidation or exchange for any other beneﬁt. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution by reason of a separation from service of a “speciﬁed employee” (as deﬁned under Section 409A(a)(2)(B)(i) of the Code) shall be made on the ﬁrst to occur of (i) ten (10) days after the expiration of the six (6)-month period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall be treated as a “separate payment” for purposes of Section 409A of the Code. (d) Payments under this Agreement are intended to be exempt from the requirements of Section 409A of the Code to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9) (iii), or otherwise. Any payments and beneﬁts provided under this Agreement may be accelerated in time or schedule by the Company , in its sole discretion, to the extent permitted by Section 409A of the Code. (e) Notwithstanding anything in this Agreement to the contrary , in no event, shall the Company be liable for any tax, interest or penalty imposed on the Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. 22. Deﬁnitions . Capitalized terms used but not otherwise deﬁned herein have the meanings set forth in this Section 22. (a) “2020 Stock Plan” means the Company’ s 2020 Stock Option and Performance Incentive Plan, as amended from time to time. (b) “Accrued Amounts ” means: (i) unpaid Base Salary through the Termination Date; (ii) unreimbursed business expenses incurred by the Executive on behalf of the Company during the term of their employment in accordance with the Company’ s standard policies (including expense veriﬁcation policies) regarding the reimbursement of business expenses, as the same may be modiﬁed from time to time; and (iii) any vested beneﬁts pursuant to, and in accordance with, the terms of the Company’ s then applicable plans and policies. (c) “Base Salary ” means the Executive’ s annual base salary in effect as of the Termination Date (without giving effect to any reduction resulting in a Qualifying Termination for Good Reason).16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 22/30Exhibit I-1016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 23/30(d) “Cause ” means, as determined by the Company in its sole discretion, that the Executive (i) was grossly negligent in the performance of the Executive’ s duties with the Company (other than a failure resulting from the Executive’ s incapacity due to physical or mental illness); (ii) has pled “guilty” or “no contest” to, or has been convicted of, an act which is deﬁned as a felony under federal or state law; (iii) engaged in misconduct in bad faith that could reasonably be expected to materially harm the Company’ s business or its reputation; or (iv) commits or engages in Subject Conduct. In the event of any of the conditions described above, the Company shall provide the Executive a Notice of Termination stating the grounds for immediate termination. Notwithstanding anything in this Agreement to the contrary , if the Executive’ s experiences a Termination other than by the Company for Cause, the Company shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior Termination as a Termination for Cause if such after-acquired evidence supports such an action. (e) “ Change in Control ” means a “Change in Control” under the 2020 Stock Plan. (f) “Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder . (g) “Conﬁdentiality , Noncompetition and Intellectual Property Agreement ” means the written Conﬁdentiality , Noncompetition and Intellectual Property Agreement or other similar agreement between the Executive and the Company as may be in ef fect from time to time. (h) “Good Reason ” means (i) your failure to continue as Chief Executive Ofﬁcer of the Company (or, in the event of a Change in Control, the resulting ultimate parent company); (ii) the assignment to the Executive of any duties materially inconsistent with and that constitute a material adverse change to the Executive’ s duties, authority , responsibilities or reporting requirements or structure; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substant ially all of the assets of the Company within ﬁfteen (15) days after a merger , consolidation, sale, or similar transaction; (iv) the Executive’ s mandatory relocation to an ofﬁce location more than ﬁfty (50) miles from the Executive’ s principal ofﬁce location in the Columbus, Ohio area; (v) a reduction in the Executive’ s annual base salary , target annual bonus opportunity or target annual equity award opportunity (other than any across the board reduction in annual base salary not to exceed 15% of the annual base salary (and corresponding decrease in target annual bonus opportunity) that applies uniformly to the Executive and similarly situated executives of the Company); (vi) the Company’ s failure to renominate the Executive to the Com pany’ s Board of Directors upon any expiration of her term of service as a member of the Board of Directors occurring during her employment; or (vii) any other material breach by the Company of any material agreement betwee n the Company and the Executive. “Good Reason” shall not include acts taken by the Company by reason of the Executive’ s physical or mental inﬁrmity which impairs the Executive’ s ability to substantially perform their duties. Notwithstanding the foregoing provisions of this deﬁnition, any assertion by the Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisﬁed: (x) the Executive has provided a Notice of Termination to the Company indicating the existence of the condition(s) providing grounds for termination for Good Reason within sixty (60) days of the initial existence of such condition becoming known (or should have become known) to them; (y) the condition(s) speciﬁed in such notice must remain uncorrected by the Company for thirty (30) days following the Company’ s receipt of such written notice; and (x) the Executive terminates employment immediately following the expiratio n of such thirty-day (30) period. For avoidance of doubt, if the Executive resigns for the Good Reason described about in clause (v), the severance payments Exhibit I-1 116/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 24/30described in Sections 4 and 5 of this Agreement (as applicable) will be calculated without regard to any reduction in the Executive’ s annual base salary and/or target annual bonus opportunity giving rise to such Good Reason. (i) “IC Plan” means the incentive compensation plan of the Company in which the Executive participates as of the Termination Date. (j) “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, if applicable, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the Executive’ s Termination under the provision so indicated, and (iii) if the Termination Date is other than the date of receipt of such notice, speciﬁes the Termination Date. (k) “Protection Period ” means, (i) the period beginning three (3) months prior to a Change in Control and ending twenty-four (24) months following a Change in Control. (l) “Qualifying Termination ” means the Executive’ s Termination either: (i) by the Company without Cause; or (ii) by the Executive for Good Reason. (m) “Subject Conduct ” means sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing or a violation of any policy of the Company relating to sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing. (n) “Termination ” means the Executive’ s termination of employment with the Company , for any reason, whether voluntary or involuntary , provided that such termination constitutes a “separation from service” as deﬁned and applied under Section 409A of the Code. (o) “Total Disability ” means “total disability” as deﬁned in the Company’ s long-term disability plan as in ef fect from time to time. (p) “Variable Compensation ” means any cash-based performance or incentive award paid by or any equity or equity-based compensation awarded by the Company , including, but not limited to, under the 2020 Stock Plan (and any successor thereto) and the IC Plan. [Signature Page Follows] Exhibit I-1216/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 25/30IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized ofﬁcer and the Executive has executed this Agreement as of the date(s) set forth below to be ef fective as of the Ef fective Date. DA TE ___________________________ _______________________ BATH & BODY WORKS, INC. DA TE By: _______________________ ________________________ Title: Executive Chair and Interim Chief Executive Ofﬁcer [Signature Page to Executive Severance Agreement]16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 26/30Exhibit I-1316/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 27/30ANNEX A Conﬁdentiality, Non-Competition and Intellectual Property Agreement Exhibit I-1416/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 28/30CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT As Chief Executive Ofﬁcer of Bath & Body Works, Inc. (together with its subsidiaries and afﬁliates, the “Company”), I have access to or may develop trade secrets, intellectual property, and other conﬁdential or proprietary information (“Conﬁdential Information”) of the Company. THEREFORE, in consideration of my employment or continued employment with the Company and my right to participate in certain Company incentive plans and in recognition of the highly competitive nature of the business conducted by the Company, I agree as follows: 1. I will at all times during and after my employment with the Company faithfully hold the Company’s Conﬁdential Information in the strictest conﬁdence, and I will use my best efforts and highest diligence to guard against its disclosure to anyone other than as required in the performance of my duties to the Company. I will not use Conﬁdential Information for my personal beneﬁt or for the beneﬁt of any competitor of the Company or other person. I understand that Conﬁdential Information includes all information and materials relating to Intellectual Property, as deﬁned below, the Company’s trade secrets and all information relating to the Company that the Company has not made available to the public. By way of example, Conﬁdential Information includes information about the Company’s products, formulas, designs, processes, advertising, marketing, promotional plans, technical procedures, strategies, ﬁnancial information, and many other types of information and materials. Upon termination of my employment with the Company, regardless of the reason for such termination, I will return to the Company all documents and other materials of any kind that contain Conﬁdential Information. I will not use any conﬁdential information of any third party, including any prior employer, in the course of my work for the Company. This provision does not prohibit me from cooperating with the EEOC or any other state or local fair employment practices agency; from reporting possible violations of federal or state law or regulations to any governmental entity, including but not limited to the Department of Justice and the Securities and Exchange Commission; from making other disclosures protected under applicable whistleblower provisions of federal or state law or regulations; or from disclosing the underlying facts and circumstances of allegations of discrimination, sexual harassment or retaliation. I acknowledge that, under the federal Defend Trade Secrets Act, 18 U.S.C. § 1833, (1) an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a Federal, State, or local government ofﬁcial, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document ﬁled in a lawsuit or other proceeding, if such ﬁling is made under seal; and (2) an individual who ﬁles a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual ﬁles any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. 2. During my employment with the Company, and if I leave the Company for any reason whatsoever, then for a period of twelve (12) months after my separation from the Company, I will not directly or indirectly solicit, induce or attempt to inﬂuence any associate to leave the employment of the Company, nor will I in any way assist anyone else in doing the things I myself cannot do. Further, I agree that during my employment with the Company, and for a period of twelve (12) months after my separation from the Company for any reason whatsoever, I will not directly or indirectly recruit, solicit or otherwise induce or attempt to inﬂuence any customer, supplier, sales representative, lender, lessor, lessee or any other person having a business relationship with the Company to discontinue or reduce the extent of that relationship, nor will I in any way assist anyone else in doing the things I myself cannot do. 3. I agree that all inventions, designs, original works of authorship, and ideas conceived, produced, created, or reduced to practice, either solely or jointly with others, during my employment with the Company, including those developed on my own time, which relate to or are useful in the Company’s business (“Intellectual Property”) shall be owned solely by the Company. I understand that whether in preliminary or ﬁnal form, such Intellectual Property includes, for example, A-1 16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 29/30all ideas, inventions, discoveries, designs, creative works, formulas, innovations, improvements, trade secrets, and other intellectual property. All Intellectual Property is either work made for hire for the Company within the meaning of the U. S. Copyright Act, or, if such Intellectual Property is determined not to be work made for hire, then I hereby and herein irrevocably assign all right, title and interest in and to the Intellectual Property to the Company, including, but not limited to, all copyrights, patents, and/or trademarks. I agree it is in and will remain in the company’s sole discretion as to whether any or all of the Intellectual Property should be protected including, but not limited to, by registering it with any patent, trademark, and/or copyright ofﬁce. I will, without any additional consideration, execute all documents and take all other actions needed to convey my complete ownership of the Intellectual Property to the Company so that the Company may own and protect such Intellectual Property and obtain patent, copyright and trademark registrations for it. I agree to provide reasonable assistance to the Company in the event the Company decides to pursue patent, trademark, and/or Copyright protection for the Intellectual Property or in the event the Company needs to engage in enforcement actions with respect to the Intellectual Property. I agree that the Company may alter or modify the Intellectual Property at the Company’s sole discretion, and I waive all right to claim or disclaim authorship. I represent and warrant that any Intellectual Property that I assign to the Company, except as otherwise disclosed in writing at the time of assignment, will be my sole, exclusive, original work. I conﬁrm that I have not previously invented any Intellectual Property, or I have advised the Company in writing of any prior inventions or ideas. 4. If I leave the Company for any reason whatsoever, then for a period of twelve (12) months after my separation from the Company, I will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes in the United States, or plans to compete in the United States, with the Company or its products. I understand that the Company at its sole discretion may waive this provision or shorten the twelve (12) month period by giving me a written waiver. 5. I understand that the Company is entitled, in addition to other remedies, to obtain an injunction against any potential or actual violation of this Agreement. Further, I understand that nothing in this Agreement shall cancel or modify any right I have to receive compensation upon my termination of employment that has been agreed to in any previous agreement. 6. I agree that the Company may assign this Agreement without my consent, and agree that the rights of the Company hereunder shall inure to the beneﬁt of its successors and assigns. I may not assign this Agreement, as the obligations hereunder are personal to me. 7. This Agreement cannot be modiﬁed unless the Company agrees in writing and this Agreement will be governed by and interpreted in accordance with Ohio law. 8. This Agreement supersedes any prior versions of a conﬁdentiality, noncompetition and intellectual property agreement I may have signed during my employment. Date: November __, 2022 Gina Boswell A-2 16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 30/30" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee is entitled to a base salary of USD 250,000 per annum.\", \"clause_type\": \"Salary\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Standard executive compensation structure within high-level contracts.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.14 5 bbwi128202310kexhibit1014.htm OFFER LETTER BETWEEN THE COMP ANY AND GINA BOSWELL Exhibit 10.14 image_0b.jpg November 1, 2022 Gina Boswell Via E-mail Dear Gina, On behalf of Bath & Body Works, Inc. (“BBW” or the “Company”), I am pleased to extend you an offer to join the Company as Chief Executive Ofﬁcer based on the terms and conditions set forth below in this offer letter (this “Letter”). Position and Duties:Chief Executive Ofﬁcer, reporting directly to the Company’s Board of Directors (the “Board”). On the start date, you will be appointed as a member of the Board and thereafter, while serving as Chief Executive Ofﬁcer, the Board will nominate you for election to the Board. Upon your cessation of employment with the Company, your service on the Board will cease and you will resign from any and all positions with the Company and its afﬁliates. Start Date: December 1, 2022 Location: You will be based in the Company’s ofﬁces in Columbus, Ohio, subject to reasonable business travel from time to time. Annual Base Salary:$1,500,000 Annual Incentive Compensation:Beginning with the 2023 ﬁscal year (commencing January 29, 2023), you will be eligible to participate in the Company’s Incentive Compensation (cash bonus) program under the 2015 Cash Incentive Compensation Performance Plan, as it may be amended from time to time, or any successor plan (the “IC Plan”). Your target annual incentive opportunity under the IC Plan will be 190% of your annual base salary. With respect to the 2022 ﬁscal year (ending January 28, 2023), you will be eligible for a fall season award under the IC Plan, with the actual amount to be prorated based on the portion of such six-month period that you are employed with the Company commencing on your start date. Participation in the IC Plan does not guarantee or give rise to a legitimate expectation of any entitlement to a payout. All payments under the IC Plan will be determined by the Board or the Human Capital and Compensation Committee of the Board (the “Committee”) in its sole discretion and are based on BBW proﬁt results. In calculating your earned annual incentive compensation, if any, pursuant to the IC Plan, the year is currently divided into two seasons, with 40% of your annual incentive compensation, if any, earned and paid with respect to the spring season and 60% of your annual incentive compensation, if any, earned and paid with respect to the fall season. Any payouts made to you under the IC Plan will be payable in accordance with the Company’s customary practices and the terms of the IC Plan. 1 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 1/30Annual Equity Awards:Beginning with the 2023 ﬁscal year, you will be eligible to participate in the Company’s 2020 Stock Option and Performance Incentive Plan, as it may be amended from time to time, or any successor plan (the “Plan”). Your annual target equity award opportunity will have a grant date fair value of $7,500,000 (determined in the same manner as applies to the Company’s other executive ofﬁcers). The terms and conditions of any equity-based awards, including the grant date, types of award(s), exercise price (if any), vesting schedules and applicable performance metrics, will be determined by the Committee in its sole discretion and will be set forth in the applicable award agreements and subject to the terms of the Plan; provided that the terms and conditions of your awards with respect to the types of award(s), allocation among award types, exercise price (if any), vesting schedules, applicable performance metrics and treatment upon termination of employment will be no less favorable to you than annual awards granted to the Company’s other executive ofﬁcers in the same year (and will not supersede in any adverse manner the treatment of equity awards upon termination of employment as provided under the Executive Severance Agreement attached hereto, except as may be speciﬁcally agreed by you in an applicable award agreement). Your annual equity awards will be granted at the same time as annual equity awards are granted to the Company’s other executive ofﬁcers. Sign-On RSUs: On or as soon as reasonably practicable following your start date, you will be granted a one-time award of restricted stock units with a grant date fair value of $4,000,000 (the “Sign-On RSUs”). The number of shares of BBW common stock subject to the Sign-On RSUs will be determined by dividing $4,000,000 by the closing price of a share of BBW common stock on the date of grant. The Sign-On RSUs will vest 30% on the ﬁrst anniversary of the award grant date, 30% on the second anniversary of the award grant date, and 40% on the third anniversary of the award grant date, subject to your continued employment through each applicable anniversary, and will be settled in shares of BBW common stock as soon as reasonably practicable following the vesting date. The other terms and conditions of the Sign-On RSUs will be set forth in the applicable award agreement and subject to the terms of the Plan. Sign-On Bonus: You will receive a one-time cash sign-on bonus in the amount of $1,500,000 (the “Sign-On Bonus”), which will be paid in a single lump sum within two weeks of your start date. To be eligible to receive the Sign-On Bonus, you agree and acknowledge that if you resign your employment with the Company without Good Reason or your employment is terminated by the Company for Cause (as those terms are deﬁned in the Executive Severance Agreement), in either case on or prior to the ﬁrst anniversary of your start date, you will be obligated to repay the entire amount of the Sign-On Bonus (less the taxes previously required to be withheld by the Company) within ﬁfteen days of your date of termination. Relocation Beneﬁts:You agree that you will relocate to Columbus, Ohio no later than March 31, 2023. Until your relocation is complete, the Company will provide you with temporary housing in the greater Columbus area and round-trip commercial airfare from the Palm Beach area to Columbus up to four times per month, and you will be eligible to receive relocation assistance in accordance with the provisions of the Company’s relocation policy. To receive the relocation assistance and beneﬁts described in this paragraph, you must agree to the Company’s Relocation Policy, which provides that if you voluntarily resign or you are terminated for Cause prior to the ﬁrst anniversary of your start date, you will reimburse the Company for all costs related to your relocation, and if said resignation or termination occurs after the ﬁrst anniversary of your start date but prior to the second anniversary, you will reimburse the Company for an amount equal to one-half of all costs related to your relocation. 2 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 2/30Beneﬁts: We offer a comprehensive beneﬁts program that is very competitive within the retail industry. During your employment, you will be eligible to participate in any health, welfare and retirement beneﬁt programs adopted and maintained by the Company for its employees, subject to the terms and limitations of the applicable plan and the Company’s ability, in its sole discretion, at any time and from time to time, to change or terminate any of its employee beneﬁt plans, programs or policies. More information will be provided to you prior to your start date. Severance: Upon your start date, you and the Company will enter into an Executive Severance Agreement in the form attached hereto as Exhibit I. Restrictive Covenants:This Letter is based on your representation that you are under no legal or other impediment to accepting our offer and performing the anticipated services or carrying out your responsibilities for the Company, and is subject to your execution of the Conﬁdentiality, Non-Competition and Intellectual Property Agreement, attached hereto as Annex A. Taxes: All payments and beneﬁts provided for in this Letter are subject to withholding for applicable income and payroll taxes or otherwise as required by law. Any amounts payable under this Letter are intended to be exempt or excluded from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”), or are otherwise intended to avoid the incurrence of tax penalties under Section 409A, and, with respect to amounts payable under this Letter that are subject to Section 409A, this Letter will in all respects be administered in accordance with Section 409A. For purposes of Section 409A, any right to a series of payments under this Letter, if any, will be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of payment of any amounts payable under this Letter. Indemniﬁcation Upon your start date, you will be enter into an Indemniﬁcation Agreement in the same form as applicable to other executive ofﬁcers and directors of the Company. In addition, both during and after your employment by the Company, you will be entitled to the beneﬁt of directors’ and ofﬁcers’ insurance maintained by the Company, on terms no less favorable than any then-current directors and ofﬁcers. 3 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 3/30Legal Fees The Company will pay the legal fees reasonably incurred by you in connection with the negotiation and documentation of this Letter and related exhibits and agreements, within 30 days following presentation of invoices reasonably evidencing those fees. Miscellaneous: This Letter, together with the Annex attached hereto and the Executive Severance Agreement to be entered into with you, constitute the entire agreement between you and the Company regarding your employment with the Company and supersedes any and all oral or written employment or compensation agreements, term sheets or discussions between you and the Company or its afﬁliates. This Letter does not constitute an employment contract with you for any speciﬁc period of time. Your employment will be at-will and both you and the Company have the right to terminate your employment at any time for any reason or no reason. In addition, the Company reserves the right to prospectively amend or terminate any of its compensation or beneﬁt plans or programs at any time, in the sole discretion of the Company; provided that, for avoidance of doubt, the Company may not amend this Letter, the Executive Severance Agreement, any outstanding equity award agreement or any other individual agreement between you and the Company without your consent. All compensation, beneﬁt, bonus, equity award and other such programs are governed by and subject to the ofﬁcial plan documents, award agreements and the Board or the Committee’s discretion. You agree to comply fully with all policies and procedures in effect for employees and executives, in each case as currently in effect and as may be amended from time to time. This Letter is contingent upon a successful completion of background checking and completion of references. This Letter will be construed in accordance with and governed by the laws of the State of Ohio without regard to conﬂicts of law principles. We are very much looking forward to you joining Bath & Body Works, Inc. We are excited about the important contributions that you will make to the Company and look forward to your acceptance of our offer. Please feel free call me with any questions. To accept, please sign below and return this letter to me promptly. Sincerely, /s/ Michael Morris Michael Morris Chair, Human Capital and Compensation Committee Bath & Body Works, Inc. Accepted and Agreed: /s/ Gina Boswell Name: Gina Boswell Date: November 1, 202216/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 4/304 \| P a g e16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 5/30EXHIBIT I EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement ”) is made and entered into as of _________, 2022 (the “Effective Date ”), by and between Bath & Body Works, Inc. and on behalf of all of its subsidiaries and afﬁliates (collectively , the “Company ”) and Gina Boswell (the “Executive ”) (hereinafter collectively referred to as the “ Parties ”). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive’ s services and knowledge are valuable to the Company; and WHEREAS, in consideration of the Executive’ s continued employment , the Company has determined that it is in its best interests to provide the Executive with the severance protections in accordance with the terms and conditions of this Agreement. NOW , THEREFORE, IN CONSIDERA TION of the foregoing, and in view of the promises and other good and valuable consideration described in this Agreement (the sufﬁciency and receipt of which are hereby acknowledged), the Parties agree as follows: 1. Effective Date and Term of this Agreement . This Agreement shall be effective on the Effective Date and will remain in effect unless and until (i) the Executive’ s employment with the Company is terminated by either Party in accordance with Section 2, and (ii) all payments and/or beneﬁts to which the Executive is entitled under this Agreement, if any, have been made or provided to the Executive in accordance with the terms of this Agreement. 2. Termination of Employment . The Executive’ s employment with the Company shall terminate upon the earlier of: (i) automatically sixty (60) days after the Executive provides a Notice of Termination of the Executive’ s resignation for any reason other than for Good Reason; (ii) thirty (30) days following the Executive providing a Notice of Termination indicating the existence of a condition(s) constituting Good Reas on other than to the extent that such condition is cured; (iii) immediately upon the Executive’ s Total Disability or death; (iv) automatically thirty (30) days after the Executive receives Notice of Termination from the Company of the Executive’ s Termination without Cause; or (v) the date set forth in the Notice of Termination from the Company of the Executive’ s termination of employment with the Company for Cause (collectively , the earliest of being the “Termination Date ”). The Company may, in its sole discretion, waive all or any part of the notice periods set forth in subsection (i) or (iv) in the immediately preceding sentence and pay the Executive in lieu of any such waived period the compensation and other beneﬁts that the Executive would have otherwise received in such period, but in either case the Executive or the Company , as applicable, will deliver such Notice of Termination. 3. Non-Qualifying Termination . (a) Notwithstanding anything herein or in any other agreement to the contrary , if the Executive’ s employment is terminated by the Company for Cause, the Company’ s sole obligation shall be to pay the Executive the Accrued Amounts and the Executive shall not be entitled to severance beneﬁts under this Agreement or any other agreement or severance plan, policy or program of the Company . (b) Notwithstanding anything herein or in any other agreement to the contrary , to the extent that the Executive experiences a Termination for any reason while a Company-led internal investigation into facts that could reasonably give rise to the Executive’ s Termination for Cause is pending: (i) the Executive shall not be entitled to receive any severance16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 6/30Exhibit I-116/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 7/30beneﬁts under this Agreement (other than the Accrued Amounts) or any other agreement or severance plan, policy or program of the Company; and (ii) the Executive shall not be entitled to vest in or receive any Variable Compensation in either case, unles s and until the Company concludes its investigation with a ﬁnding that grounds for a Termination for Cause did not in fact exist, and only to the extent provided for under the terms of the applicable agreement, plan, policy or program. (c) If the Executive experiences a Termination by reason of the Executive’ s death or if the Executive gives the Company a Notice of Termination other than for Good Reason, the Company’ s sole obligation shall be to pay the Executive the Accrued Amounts. (d) If the Executive experiences a Termination by reason of the Executive’ s Total Disability , the Company shall provide the Executive with the following: (i) the Accrued Amounts; and (ii) the Executive shall be entitled to receive disability beneﬁts available under the Company’ s long- term disability plan as then in ef fect, to the extent applicable. 4. Severance Upon a Qualifying Termination Not Within the Protection Period . If the Executive experiences a Qualifying Termination not within the Protection Period, then, subject to Section 6, the Company shall provide the Executive with the following (collectively , the “Severance Beneﬁts ”): (a) The Accrued Amounts; (b) The Company shall continue to pay the Executive’ s Base Salary for a period of two (2) years following the Qualifyin g Termination, less applicable withholding, payable as follows: (i) on the Company’ s ﬁrst regularly scheduled pay date falling on or after sixty (60) days from the Executive’ s Termination Date, but in no event later than 2 ½ months following the Termination Date (the “First Payment Date ”), the Company will pay the Executive, without interest, the number of missed payroll installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’ s regularly scheduled payroll dates, and (ii) each of the remaining installments shall be paid on the Company’ s regularly scheduled pay dates during the rema inder of such two (2)-year period; (c) The Company shall pay the Executive an amount equal two (2) years’ of COBRA premiums (based on the premium rate in effect on the Termination Date for the Executive and her spouse and eligible dependents) in a single lump sum payment less applicable withholding (“COBRA Payment ”). The COBRA Payment shall be paid (i) on the First Payment Date and (ii) regardless of whether the Executive elects COBRA continuation coverage under the Company’ s group health plan; (d) The Company shall pay the Executive any incentive compensation under the IC Plan as follows: (i) the incentive compensation that the Executive would have received for the season which includes the Executive’ s Termination Date if the Executive had remained employed with the Company through the completion of such season, pro-rated to such Termination Date and based on actual performance; and (ii) the incentive compensation under the IC Plan that the Executive would have received if the Executive had remained employe d with the Company for a period of two (2) years (i.e., the next four (4) seasons under the IC Plan) after the Termination Date based on actual performance, less applicable withholding, subject to the terms of the IC Plan. The foregoing payments shall be paid at the same time as payments under the IC Plan are typically paid, but in no event later than March 15 of the year following the year in which the applicable season is completed; andt h Exhibit I-216/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 8/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 9/30(e) The treatment of any outstanding equity awards shall be determined as follows: (i) A pro-rata portion of the outstanding unvested equity awards that are held by the Executive as of the Termination Date and vest only based on the passage of time shall vest and be settled on the First Payment Date, which pro-rata vesting shall be determined by (A) multiplying (x) the number of shares subject to the award by (y) a fraction, the numerator of which is the number of complete months between the ﬁrst day of the applicable time-based vesting period and the Termination Date, and the denominator of which is the aggregate number of months in the time-based vesting period, less (B) the number of shares subject to the award that had already vested pursuant to the award’ s terms prior to the Termination Date, if any; (ii) A pro-rata portion of the outstan ding unvested equity awards that are held by the Executive as of the Termination Date and vest based, at least in part, on the satisfaction of performance goals shall vest and be settled promptly following the end of the performance period, but in any event not earlier than the First Payment Date or later than the end of the calendar year in which the performance period ends, which pro-rata vesting shall be determined by (A) multiplying the number of shares that the Executive would have earned for the entire performance period based on the level of performance determined in accordance with the applicable plan and award agreements by (B) a fraction, the numerator of which is the number of complete months between the ﬁrst day of the applicable performance period and the Termination Date, and the denominator of which is the aggregate number of months in the performance period (or vesting period, if longer); (iii) To the extent that any outstanding unvested equity award that is held by the Executive as of the Termination Date would vest at a greater percentage under the terms of the applicable plan and award agreement than as provided for under Sections 4(e)(i)-(ii), the terms of such award agreement shall instead determine the number of shares covered by such equity award that will vest under this Section 4(e), subject to Sections 4(e)(iv)-(v); (iv) Notwithstanding the foregoing, no equity awards that are outstanding as of the Termination Date will be forfeited during the three (3)-month period commencing upon the Termination Date, provided, that, (x) to the extent a Change in Control occurs during such three (3)- month period, any such equity awards that are outstanding and unve sted as of the Change in Control will instead be treated in accordance with Section 5; and (y) to the extent a Change in Control does not occur during such three (3)-month period, any portion of the equity awards outstanding as of Termination Date that do not vest pursuant to Sections 4(e)(i)-(iii) shall be forfeited; and (v) To the extent that the payment or settlement of any equity awards in accordance with the foregoing would constitute an impermissible change in the time or form of payment under Section 409A of the Code, then such portion shall be payable at a time that would be permitted under Section 409A of the Code and that is as near as possible to the payment timing contemplated by the foregoing. 5. Severance Upon a Qualifying Termination Within the Protection Period . If the Executive has a Qualifying Termination within the Protection Period, then, subject to Section 6, the Company will provide the Executive with the following (collectively , the “Change in Control Severance Beneﬁts ”): (a) The payments and beneﬁts described in Sections 4(a), (b), and (c); provided, however , that if the Termination Date occurs during the portion of the Protection Period that occurs on or following a Change in Control, and such Change in Control is a Change in Control Event, then the total of the salary continuation amounts described in Section 4(b) will Exhibit I-316/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 10/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 11/30instead be paid to the Executive in a single lump sum, less applicable withholding, on the First Payment Date; (b) A payment equal to the sum of the incentive compensation payouts that the Executive actually received under the IC Plan for the four (4) completed seasons immediately preceding the Termination Date, with the amount of any payout that is prorated with respect to any seasonal incentive period in which the Executive was not employed by the Company for the entirety of such incentive period to be annualized (the “Bonus Amount ”); provided, however , that if, as of the Executive’ s Termination Date, the Executive has not been employed for a long enough period to have been eligible for four (4) seasons of incentive compensa tion payouts under the IC Plan, the seasonal target incentive award opportunity applicable to the Executive as of immediately prior to the Termination Date shall be used for purposes of calculating the Bonus Amount for any season during which the Executive was not eligible for a payout under IC Plan solely as a result of the Executive’ s date of commencement of employment. The Bonus Amount shall be paid, less applicable withholding, in a lump sum cash payment on the First Payment Date; (c) A payment equal to the produc t of (i) the average of the incentive compensation payouts that the Executive actually received under the IC Plan for the four (4) completed seasons immediately preceding the Executiv e’s Termination Date, with the amount of any payout that is prorated with respect to any seasonal incentive period in which the Executive was not employed by the Company for the entirety of such incentive period to be annualized and, if, as of the Executive’ s Termination Date, the Executive has not been employed for a long enough period to have been eligible for four (4) seasons of incentive compensation payouts under the IC Plan, then for purposes of such average, the seasonal target incentive award opportunity applicable to the Executive as of immediately prior to the Termination Date shall be used for any season in which the Executive was not eligible for a payout under IC Plan solely as a result of the Executive’ s date of commencement of employment, multiplied by (ii) a fraction, the numerator of which is the number of days in the season (within the meaning of the IC Plan) in which the Termination Date occurs that elapsed through the Termination Date and the denominator of which is the total number of days in such season. The foregoing payment, less applicable withholding, shall be paid on the First Payment Date; (d) If any action at law, in equity , or arbitration, including an action for declaratory relief, is brought by the Executive to obtain or enforce any rights provided by this Section 5, the Company shall pay or reimburse the Executive for all documented legal fees and expenses reasonably incurred by the Executive in such action. Such amounts shall be paid or reimbursed on a monthly basis for expenses incurred in the preceding month; provided that the Executive will be required to promptly repay to the Company any amounts paid or reimbursed under this paragraph to the extent an arbitrator or court of competent jurisdiction determines that the Executive’ s position in such action is frivolous or in bad faith; and (e) All of the outstanding and unvested equity awards held by the Executive immediately before such Qualifying Termination will immediately become fully vested and payable on the First Payment Date, provided that, to the extent that paying any portion of such amount in accordance with the foregoing would constitute an impermissible change in the time or form of payment under Section 409A of the Code, then such portion shall be payable at a time that would be permitted under Section 409A of the Code and that is as near as possible to the payment timing contemplated by the foregoing. To the extent that an equity award vests based on the achievement of performance goals, performance goals will be deemed to be achieved at target levels if less than one-third of the applicable performance period has elapsed as of the date of the Change in Control, otherwise performance goals will be deemed to be achieved at maximum levels. Exhibit I-416/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 12/30(f) In the event that the Termination Date occurs during the portion of the Protection Period that precedes a Change in Control and the Executive has already commenced receiving payments and/or beneﬁts under Section 4 prior to the Change in Control, then the Executive will be entitled to the payments and beneﬁts under this Section 5 in lieu of any additional payments or beneﬁts under Section 4, but only to the extent an equivalent payment and/or beneﬁt has not already been paid or provided pursuant to Section 4. 6. Release Requirement . Notwithstanding any other provisions of this Agreement to the contrary , the Company shall not make or provide the Severance Beneﬁts or the Change in Control Severance Beneﬁts (in each case, other than the Accrued Amounts) or waive its rights under Section 7(e) unless the Executive timely executes and delivers to the Company a release of claims in favor of the Company , its afﬁliates and their respective ofﬁcers and directors in a form provided by the Company (the “Release ”) and such Release becomes effective and irrevocable within sixty (60) days following the Executive’ s Termination Date. If the foregoing requirements are not satisﬁed by the Executive, then no Severance Beneﬁts nor Change in Control Severance Beneﬁts (in each case, other than the Accrued Amounts) shall be due to the Executive pursuant to this Agreement. 7. Effect on Other Plans, Agreements and Beneﬁts . (a) Any severance beneﬁts payable to the Executive under this Agreement will be in lieu of and not in addition to: (i) any severance beneﬁts to which the Executive would otherwise be entitled under any general severance policy or severance plan maintained by the Company or any agreement between the Executive and the Company that provides for severance beneﬁts (for the avoidance, other than any special written retention agreements); and (ii) any salary continuation provided for under the Conﬁdentiality , Noncompetition and Intellectual Property Agreement. (b) Any severance beneﬁts payable to the Executive under this Agree ment will not be counted as compensation for purposes of determining beneﬁts under any other beneﬁt policies or plans of the Company , except to the extent expressly provided therein. (c) The Executive’ s entitlement to any other beneﬁts not expressly referenced herein shall be determined in accordance with the applicable employee beneﬁt plans then in ef fect. (d) The Executive expressly agrees that any amounts the Executive may owe to the Company as of the Termination Date may be deducted from the amount s that the Company would otherwise owe to the Executive under this Agreement, subject to the requirements of Section 409A of the Code. (e) Notwithstanding anything herein or in any other agreement to the contrary , if the Executive incurs a Termination for Cause, then all Variable Compensation shall be immediately canceled for no consideration. (f) The Executive will be subject to the Company’ s clawback policies in effect from time to time, if such policies are also applicable to all other executive ofﬁcers of the Company on the same terms. 8. Section 280G of the Code . (a) Notwithstanding anything in this Agreement to the contrary , if the Executive is a “disqualiﬁed individual” (as deﬁned in Section 280G(c) of the Code) and the payments and beneﬁts provided for in this Agreement, together with any other payments and beneﬁts which the Exhibit I-516/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 13/30Executive has the right to receive from the Company or any other person, would constitute a “parachute payment” (as deﬁned in Section 280G(b)(2) of the Code), then the payments and beneﬁts provided for in this Agreement will be either (a) reduced (but not below zero) so that the present value of such total amount s and beneﬁts received by the Executive from the Company and/or such person(s) will be $1.00 less than three (3) times the Executive’ s “base amount” (as deﬁned in Section 280G(b)(3) of the Code) and so that no portion of such amounts and beneﬁts received by the Executive will be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better “net after-tax” economic position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). (b) The reduction of payments and beneﬁts hereunder , if applicable, will be made by determining the Parachute Payment Ratio (as deﬁned below) for each payment or beneﬁt then reducing the total payments and beneﬁts in order , beginning with the payment or beneﬁt with the highest Parachute Payment Ratio. Payments or beneﬁts with the same Parachute Payment Ratio will be reduced based on the time of payment, with the latest payments or beneﬁts reduced ﬁrst. Payments or beneﬁts with the same Parachute Payment Ratio and the same time of payment will be reduced proportionately . For purposes of this Agreement, the term “Parachute Payment Ratio ” shall mean a fraction, (a) the numerator of which is the value of the applicable payment or beneﬁt, as calculated for purposes of Sectio n 280G of the Code, and (b) the denominator of which is the intrinsic (i.e., economic) value of such payment or beneﬁt. (c) The determination as to whether any such reduction in the amount of the payments and beneﬁts provided hereunder is necessary will be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting ﬁrm or law ﬁrm of national reputation that is selected for this purpose by the Com pany in its sole discretion (the “280G Firm”). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the Code, the 280G Firm or the Company may retain the services of an independent valuation expert. (d) If a reduced payment or beneﬁt is made or provided in accordance with this Section 8 and through error or otherwise that payment or beneﬁt, when aggregated with other payments and beneﬁts from the Company used in determining if a “parachute payment” exists, exceeds $1.00 less than three (3) times the Executive’ s base amount , then the Executive must immediately repay such excess to the Company upon notiﬁcation that an overpayment has been made. Nothing in this Section 8 will require the Company to be responsible for, or have any liability or obligation with respect to, the Executive’ s excise tax liabilities under Section 4999 of the Code. 9. Arbitration and Class and Representative Action W aiver . (a) The Parties agree that, subject to Section 9(b), any controversy or claim between the Company and the Executive arising out of or relating to this Agreement or its termination shall be settled and determined by a single arbitrator whose award shall be accepted as ﬁnal and binding upon the Parties. If the Executive initiates arbitration, the Executive will be responsible for paying one-half of the ﬁling fee. Each Party will be responsible for their own attorney’ s fees, subject to Section 5(d). The Parties shall jointly select an arbitrator from JAMS, Inc. (“JAMS ”) or the American Arbitration Associ ation (“AAA”) with at least ten (10) years of experience in employment disputes. The arbitration shall be conducted on a conﬁd ential basis by the AAA or JAMS and administered under their Employment Arbitration Rules, which are currently available at http://www .adr.org and http://www .jamsadr .com, respectively . The arbitrator shall have the authority to allow for appropriate discovery and exchange of information before a hearing, including, but not limited to, production of documents, information requests,16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 14/30Exhibit I-616/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 15/30depositions and subpoenas. Unless the arbitrator determines additional discovery is necessary to adequately arbitrate Executive’ s claims, discovery shall be conducted in accordance with the then- current version of the Federal Rules of Civil Procedure. Those rules can be found at https://www .law.cornell.edu/rules/frcp. The arbitration shall take place in Columbus, Ohio. Notwithstanding the AAA or JAMS rules, all parties to the arbitration shall have the right to ﬁle a dispositive motion and shall not be required to seek permission from the arbitrator to do so. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Judgment on the award may be entered in any court having jurisdiction. (b) This Arbitration provision does not include: (i) Any claim arising under or related to the Conﬁdentiality , Noncompetition and Intellectual Property Agreement; (ii) A claim for workers’ compensation beneﬁts; (iii) A claim for unemployment compensation beneﬁts; (iv) A claim based upon the Company’ s current (successor or future) employee beneﬁts and/or welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under this Agreement; and (v) A claim of sexual harassment, including hostile work environment, “sexual assault” (deﬁned as actual or threatened unwelcomed touching of a sexual nature), gender discrimination, and retaliation related to same. (c) This Agreement also does not prevent the Executive from ﬁling a claim or charge with a federal, state or local administrative agency , such as the Equal Employment Opportunity Commission, the National Labor Relations Board, or similar state or local agencies. (d) This Agreement does not prohibit those limited circumstances under which either Party ﬁnds it necessary to seek emergency or temporary injunctive relief, such as a preliminary injunction or a temporary restraining order , from a court that may be necessary to protect any rights or property of either Party pending the establishment of the arbitral tribunal or its determination of the merits of the dispute. (e) CLASS ACTION WAIVER . To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a class action or collective action (“Class Action Waiver ”). THIS MEANS THAT, EXCEPT AS EXPLICITL Y PROVIDED HEREIN, ALL DISPUTES BETWEEN THE PARTIES THAT ARISE, OR HAVE ARISEN, OUT OF EXECUTIVE’S EMPLOYMENT OR THE TERMINA TION OF THE EXECUTIVE’S EMPLOYMENT SHALL PROCEED IN ARBITRA TION SOLEL Y ON AN INDIVIDUAL BASIS, AND THAT THE ARBITRA TOR’S AUTHORITY TO RESOL VE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED T O THE EXECUTIVE’S INDIVIDUAL CLAIMS. (f) REPRESENT ATIVE ACTION WAIVER . To the extent permissible by law, there shall be no right or authority for any dispute to be arbitrated as a representative action or as a private attorney general action, including but not limited to claims brought pursuant to the Private Attorney General Act of 2004, Cal. Lab. Code § 2698, et seq. (“Representative Action Waiver ”). THIS MEANS THAT, TO THE EXTENT CONSISTENT WITH APPLICABLE LAW, THE EXECUTIVE MA Y NOT SEEK16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 16/30Exhibit I-716/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 17/30RELIEF ON BEHALF OF OTHERS IN ARBITRA TION, INCLUDING BUT NOT LIMITED TO SIMILARL Y AGGRIEVED EMPLOYEES. THE ARBITRA TOR’S AUTHO RITY TO RESOL VE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED TO THE EXECUTIVE’S INDIVIDUAL CLAIMS. (g) The Parties agree that only a court of competent jurisdiction may interpret this Section 9 and resolve challenges to its validity and enforceability , including but not limited to the validity , enforceability and interpretation of the Class Action Waiver and Representative Action Waiver . The arbitrator shall have no jurisdiction or power to make such determinations. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, shall govern the interpretatio n and enforcement of the duty to arbitrate found in this Section 9 and all arbitration proceedings under this Agreement. (h) Any conﬂict between the rules and procedures set forth in either the JAMS or AAA rules and those set forth in this Agreement shall be resolved in favor of those in this Agreement. (i) The burden of proof at an arbitration shall at all times be on the Party seeking relief. (j) In reaching a decision, the arbitrator shall apply the governing substantive law applicable to the claims, causes of action and defenses asserted by the Parties, as applicable in Ohio. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the governing and applicable substantive law, including, without limitation, Title VII, the Age Discrimination in Employment Act, and the Family and Medical Leave Act. (k) The aggrieved Party must give written notice of any claim to the other Party within the applicable statute of limitations. The written notice shall describe the nature of all claims asserted and the facts upon which those claims are based, and shall set forth the aggrieved Party’ s intention to pursue arbitration. The notice shall be mailed to the other Party by certiﬁed or registered mail, return receipt requested. 10. Amendment . No provision of this Agreement may be modiﬁed, waived, or discharged unless such waiver , modiﬁcation, or discharge is agreed to in writing and signed by the Executive and the Company . 11. At-Will Employment . This Agreement does not alter the status of the Executive as an at-will employee of the Company . Nothing contained herein shall be deemed to give the Executive the right to remain employed by the Company or to interfere with the rights of the Company to terminate the employment of the Executive at any time, with or without Cause. 12. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision shall be deemed modiﬁed, amended and narrowed to the extent necessary to render such provision legal, valid and enforceable, and the other remaining provisions of this Agreement shall not be affected but shall remain in full force and effect. If a court of competent jurisdiction ﬁnds the Class Action Waiver and/or Representative Action Waiver in Section 9 is unenforceable for any reason, then the unenforceable waiver provision shall be severable from this Agreement, and any claims covered by any deemed unenforceable waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the Agreement shall be binding and enforceable. Exhibit I-816/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 18/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 19/3013. Headings and Subheadings . Headings and subheadings contained in this Agreement are intended solely for convenience and no provision of this Agreem ent is to be construed by reference to the heading or subheading of any section or paragraph. 14. Unfunded Obligations . The amounts to be paid to the Executive under this Agreement are unfunded obligations of the Com pany . The Company is not required to segregate any monies or other assets from its general funds with respect to these obligation s. The Executive shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor . 15. Notice . For the purposes of this Agreement, notices and all other communications provided for in this Agreement (including the Notice of Termination and a notice of a claim for which a Party seeks arbitration) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certiﬁed mail, return receipt requested, postage prepaid, or upon receipt if overnight delivery service or facsimile is used, addressed as follows: To the Executive : At the most recent address contained in the Company’ s personnel ﬁles. To the Company : Bath & Body W orks, Inc. Three Limited Parkway , Columbus, Ohio 43230 Attn: Chief Legal Ofﬁcer 16. Successors and Assigns . The Company may assign its rights and obligations under this Agreement without the Executive’ s consent: to (a) an afﬁliate of the Company , or (b) in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any other entity or person, or transfer all or substantially all of its properties, stock, or assets to any other entity or person, to the acquirer or resulting entity in such transaction. This Agreement will be binding upon any successor of the Company (whether direct or indirect, by purchase, merger , consolidation or otherwise) in the same manner and to the same extent that the Company would be obligated under this Agreement if no succession had taken place. Neith er this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, the Executive’ s beneﬁciaries or the Executive’ s legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal personal representative. 17. Waiver . Any Party’ s failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisi ons, nor prevent any Party from thereafter enforcing each and every other provision of this Agreement. 18. Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same original. 19. Governing Law. Unless otherwise noted in this Agreement, this Agreement shall be construed in accordance with and governed by the laws of the State of Ohio without regard to conﬂicts of law principles. 20. Withholding . The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. Exhibit I-916/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 20/3016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 21/3021. Section 409A of the Code . This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that end, this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary , the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Code. Further: (a) Any reimbursement of any costs and expenses by the Com pany to the Executive shall be made by the Company in no event later than the close of the Executive’ s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The expenses incurred by the Executive in any calendar year that are eligible for reimbursement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement and the Executive’ s right to receive any reimbursement shall not be subject to liquidation or exchange for any other beneﬁt. (b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution by reason of a separation from service of a “speciﬁed employee” (as deﬁned under Section 409A(a)(2)(B)(i) of the Code) shall be made on the ﬁrst to occur of (i) ten (10) days after the expiration of the six (6)-month period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code. (c) Each payment that the Executive may receive under this Agreement shall be treated as a “separate payment” for purposes of Section 409A of the Code. (d) Payments under this Agreement are intended to be exempt from the requirements of Section 409A of the Code to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9) (iii), or otherwise. Any payments and beneﬁts provided under this Agreement may be accelerated in time or schedule by the Company , in its sole discretion, to the extent permitted by Section 409A of the Code. (e) Notwithstanding anything in this Agreement to the contrary , in no event, shall the Company be liable for any tax, interest or penalty imposed on the Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. 22. Deﬁnitions . Capitalized terms used but not otherwise deﬁned herein have the meanings set forth in this Section 22. (a) “2020 Stock Plan” means the Company’ s 2020 Stock Option and Performance Incentive Plan, as amended from time to time. (b) “Accrued Amounts ” means: (i) unpaid Base Salary through the Termination Date; (ii) unreimbursed business expenses incurred by the Executive on behalf of the Company during the term of their employment in accordance with the Company’ s standard policies (including expense veriﬁcation policies) regarding the reimbursement of business expenses, as the same may be modiﬁed from time to time; and (iii) any vested beneﬁts pursuant to, and in accordance with, the terms of the Company’ s then applicable plans and policies. (c) “Base Salary ” means the Executive’ s annual base salary in effect as of the Termination Date (without giving effect to any reduction resulting in a Qualifying Termination for Good Reason).16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 22/30Exhibit I-1016/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 23/30(d) “Cause ” means, as determined by the Company in its sole discretion, that the Executive (i) was grossly negligent in the performance of the Executive’ s duties with the Company (other than a failure resulting from the Executive’ s incapacity due to physical or mental illness); (ii) has pled “guilty” or “no contest” to, or has been convicted of, an act which is deﬁned as a felony under federal or state law; (iii) engaged in misconduct in bad faith that could reasonably be expected to materially harm the Company’ s business or its reputation; or (iv) commits or engages in Subject Conduct. In the event of any of the conditions described above, the Company shall provide the Executive a Notice of Termination stating the grounds for immediate termination. Notwithstanding anything in this Agreement to the contrary , if the Executive’ s experiences a Termination other than by the Company for Cause, the Company shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior Termination as a Termination for Cause if such after-acquired evidence supports such an action. (e) “ Change in Control ” means a “Change in Control” under the 2020 Stock Plan. (f) “Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder . (g) “Conﬁdentiality , Noncompetition and Intellectual Property Agreement ” means the written Conﬁdentiality , Noncompetition and Intellectual Property Agreement or other similar agreement between the Executive and the Company as may be in ef fect from time to time. (h) “Good Reason ” means (i) your failure to continue as Chief Executive Ofﬁcer of the Company (or, in the event of a Change in Control, the resulting ultimate parent company); (ii) the assignment to the Executive of any duties materially inconsistent with and that constitute a material adverse change to the Executive’ s duties, authority , responsibilities or reporting requirements or structure; (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substant ially all of the assets of the Company within ﬁfteen (15) days after a merger , consolidation, sale, or similar transaction; (iv) the Executive’ s mandatory relocation to an ofﬁce location more than ﬁfty (50) miles from the Executive’ s principal ofﬁce location in the Columbus, Ohio area; (v) a reduction in the Executive’ s annual base salary , target annual bonus opportunity or target annual equity award opportunity (other than any across the board reduction in annual base salary not to exceed 15% of the annual base salary (and corresponding decrease in target annual bonus opportunity) that applies uniformly to the Executive and similarly situated executives of the Company); (vi) the Company’ s failure to renominate the Executive to the Com pany’ s Board of Directors upon any expiration of her term of service as a member of the Board of Directors occurring during her employment; or (vii) any other material breach by the Company of any material agreement betwee n the Company and the Executive. “Good Reason” shall not include acts taken by the Company by reason of the Executive’ s physical or mental inﬁrmity which impairs the Executive’ s ability to substantially perform their duties. Notwithstanding the foregoing provisions of this deﬁnition, any assertion by the Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisﬁed: (x) the Executive has provided a Notice of Termination to the Company indicating the existence of the condition(s) providing grounds for termination for Good Reason within sixty (60) days of the initial existence of such condition becoming known (or should have become known) to them; (y) the condition(s) speciﬁed in such notice must remain uncorrected by the Company for thirty (30) days following the Company’ s receipt of such written notice; and (x) the Executive terminates employment immediately following the expiratio n of such thirty-day (30) period. For avoidance of doubt, if the Executive resigns for the Good Reason described about in clause (v), the severance payments Exhibit I-1 116/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 24/30described in Sections 4 and 5 of this Agreement (as applicable) will be calculated without regard to any reduction in the Executive’ s annual base salary and/or target annual bonus opportunity giving rise to such Good Reason. (i) “IC Plan” means the incentive compensation plan of the Company in which the Executive participates as of the Termination Date. (j) “Notice of Termination ” means a written notice that (i) indicates the speciﬁc termination provision in this Agreement relied upon, if applicable, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the Executive’ s Termination under the provision so indicated, and (iii) if the Termination Date is other than the date of receipt of such notice, speciﬁes the Termination Date. (k) “Protection Period ” means, (i) the period beginning three (3) months prior to a Change in Control and ending twenty-four (24) months following a Change in Control. (l) “Qualifying Termination ” means the Executive’ s Termination either: (i) by the Company without Cause; or (ii) by the Executive for Good Reason. (m) “Subject Conduct ” means sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing or a violation of any policy of the Company relating to sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing. (n) “Termination ” means the Executive’ s termination of employment with the Company , for any reason, whether voluntary or involuntary , provided that such termination constitutes a “separation from service” as deﬁned and applied under Section 409A of the Code. (o) “Total Disability ” means “total disability” as deﬁned in the Company’ s long-term disability plan as in ef fect from time to time. (p) “Variable Compensation ” means any cash-based performance or incentive award paid by or any equity or equity-based compensation awarded by the Company , including, but not limited to, under the 2020 Stock Plan (and any successor thereto) and the IC Plan. [Signature Page Follows] Exhibit I-1216/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 25/30IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized ofﬁcer and the Executive has executed this Agreement as of the date(s) set forth below to be ef fective as of the Ef fective Date. DA TE ___________________________ _______________________ BATH & BODY WORKS, INC. DA TE By: _______________________ ________________________ Title: Executive Chair and Interim Chief Executive Ofﬁcer [Signature Page to Executive Severance Agreement]16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 26/30Exhibit I-1316/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 27/30ANNEX A Conﬁdentiality, Non-Competition and Intellectual Property Agreement Exhibit I-1416/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 28/30CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT As Chief Executive Ofﬁcer of Bath & Body Works, Inc. (together with its subsidiaries and afﬁliates, the “Company”), I have access to or may develop trade secrets, intellectual property, and other conﬁdential or proprietary information (“Conﬁdential Information”) of the Company. THEREFORE, in consideration of my employment or continued employment with the Company and my right to participate in certain Company incentive plans and in recognition of the highly competitive nature of the business conducted by the Company, I agree as follows: 1. I will at all times during and after my employment with the Company faithfully hold the Company’s Conﬁdential Information in the strictest conﬁdence, and I will use my best efforts and highest diligence to guard against its disclosure to anyone other than as required in the performance of my duties to the Company. I will not use Conﬁdential Information for my personal beneﬁt or for the beneﬁt of any competitor of the Company or other person. I understand that Conﬁdential Information includes all information and materials relating to Intellectual Property, as deﬁned below, the Company’s trade secrets and all information relating to the Company that the Company has not made available to the public. By way of example, Conﬁdential Information includes information about the Company’s products, formulas, designs, processes, advertising, marketing, promotional plans, technical procedures, strategies, ﬁnancial information, and many other types of information and materials. Upon termination of my employment with the Company, regardless of the reason for such termination, I will return to the Company all documents and other materials of any kind that contain Conﬁdential Information. I will not use any conﬁdential information of any third party, including any prior employer, in the course of my work for the Company. This provision does not prohibit me from cooperating with the EEOC or any other state or local fair employment practices agency; from reporting possible violations of federal or state law or regulations to any governmental entity, including but not limited to the Department of Justice and the Securities and Exchange Commission; from making other disclosures protected under applicable whistleblower provisions of federal or state law or regulations; or from disclosing the underlying facts and circumstances of allegations of discrimination, sexual harassment or retaliation. I acknowledge that, under the federal Defend Trade Secrets Act, 18 U.S.C. § 1833, (1) an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in conﬁdence to a Federal, State, or local government ofﬁcial, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document ﬁled in a lawsuit or other proceeding, if such ﬁling is made under seal; and (2) an individual who ﬁles a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual ﬁles any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. 2. During my employment with the Company, and if I leave the Company for any reason whatsoever, then for a period of twelve (12) months after my separation from the Company, I will not directly or indirectly solicit, induce or attempt to inﬂuence any associate to leave the employment of the Company, nor will I in any way assist anyone else in doing the things I myself cannot do. Further, I agree that during my employment with the Company, and for a period of twelve (12) months after my separation from the Company for any reason whatsoever, I will not directly or indirectly recruit, solicit or otherwise induce or attempt to inﬂuence any customer, supplier, sales representative, lender, lessor, lessee or any other person having a business relationship with the Company to discontinue or reduce the extent of that relationship, nor will I in any way assist anyone else in doing the things I myself cannot do. 3. I agree that all inventions, designs, original works of authorship, and ideas conceived, produced, created, or reduced to practice, either solely or jointly with others, during my employment with the Company, including those developed on my own time, which relate to or are useful in the Company’s business (“Intellectual Property”) shall be owned solely by the Company. I understand that whether in preliminary or ﬁnal form, such Intellectual Property includes, for example, A-1 16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 29/30all ideas, inventions, discoveries, designs, creative works, formulas, innovations, improvements, trade secrets, and other intellectual property. All Intellectual Property is either work made for hire for the Company within the meaning of the U. S. Copyright Act, or, if such Intellectual Property is determined not to be work made for hire, then I hereby and herein irrevocably assign all right, title and interest in and to the Intellectual Property to the Company, including, but not limited to, all copyrights, patents, and/or trademarks. I agree it is in and will remain in the company’s sole discretion as to whether any or all of the Intellectual Property should be protected including, but not limited to, by registering it with any patent, trademark, and/or copyright ofﬁce. I will, without any additional consideration, execute all documents and take all other actions needed to convey my complete ownership of the Intellectual Property to the Company so that the Company may own and protect such Intellectual Property and obtain patent, copyright and trademark registrations for it. I agree to provide reasonable assistance to the Company in the event the Company decides to pursue patent, trademark, and/or Copyright protection for the Intellectual Property or in the event the Company needs to engage in enforcement actions with respect to the Intellectual Property. I agree that the Company may alter or modify the Intellectual Property at the Company’s sole discretion, and I waive all right to claim or disclaim authorship. I represent and warrant that any Intellectual Property that I assign to the Company, except as otherwise disclosed in writing at the time of assignment, will be my sole, exclusive, original work. I conﬁrm that I have not previously invented any Intellectual Property, or I have advised the Company in writing of any prior inventions or ideas. 4. If I leave the Company for any reason whatsoever, then for a period of twelve (12) months after my separation from the Company, I will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes in the United States, or plans to compete in the United States, with the Company or its products. I understand that the Company at its sole discretion may waive this provision or shorten the twelve (12) month period by giving me a written waiver. 5. I understand that the Company is entitled, in addition to other remedies, to obtain an injunction against any potential or actual violation of this Agreement. Further, I understand that nothing in this Agreement shall cancel or modify any right I have to receive compensation upon my termination of employment that has been agreed to in any previous agreement. 6. I agree that the Company may assign this Agreement without my consent, and agree that the rights of the Company hereunder shall inure to the beneﬁt of its successors and assigns. I may not assign this Agreement, as the obligations hereunder are personal to me. 7. This Agreement cannot be modiﬁed unless the Company agrees in writing and this Agreement will be governed by and interpreted in accordance with Ohio law. 8. This Agreement supersedes any prior versions of a conﬁdentiality, noncompetition and intellectual property agreement I may have signed during my employment. Date: November __, 2022 Gina Boswell A-2 16/04/2025, 06:54 Document https://mcc.law.stanford.edu/capi/ﬁle/1036958 30/30" }, { "role": "assistant", "content": "{\"clause_text\": \"You are eligible for a bonus up to 190% of base salary based on company performance.\", \"clause_type\": \"Incentives\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Bonuses should be defined with upper limits and fairness per SL labor regulations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 a1018acaciaconsultingagree.htm EX-10.2 Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Consulting Agreement”) is entered into as of this 8 day of January, 2023 and shall become effective as of the 28 day of January, 2023 (the “Effective Date”), by and between Acacia Research Corporation, a Delaware corporation (“Acacia” or the “Company”) and Richard Rosenstein (the “Consultant”). WHEREAS, the Consultant was employed by Acacia Research Group LLC, a Texas limited liability company and a subsidiary of the Company (“ARG”), pursuant to an Amended and Restated Employment Agreement by and between ARG and the Consultant, dated as of June 4, 2020 (the “Employment Agreement”); WHEREAS, on January 3, 2023, the Consultant delivered to the Board of Directors of the Company (the “Board”) notice of his resignation without Good Reason (as deﬁned in the Employment Agreement) from the Company effective January 27, 2023; and WHEREAS, Company desires to retain the consulting services of the Consultant and the Consultant wishes to provide consulting services to the Board and the Company as of the Effective Date. NOW, THEREFORE, in consideration of the foregoing recitations, the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged hereby, the parties hereto, intending legally to be bound, hereby covenant and agree as follows: SECTION 1. DUTIES. During the Term (as hereinafter deﬁned), the Consultant will consult with and assist the Board and the Company (including, at the request of the Board, any advisors or representatives of the Board of the Company) in connection with those aspects of the Company’s business that Consultant was involved during, or would be familiar with as a result of, his employment with the Company, and shall perform such services as are reasonably requested by the Board or the Company’s ofﬁcers from time to time. Notwithstanding the foregoing, Consultant will not be authorized or required to enter into any agreements or sign any authorizations or certiﬁcations on behalf of the Company or its afﬁliates, including in connection with any public ﬁlings. In performing the consulting services hereunder, the Consultant shall make himself reasonably available as requested by the Board, or any advisors or representatives of the Board of the Company, and shall perform such services in a diligent and responsive manner. Without limiting the foregoing, the Consultant shall not be required to perform such services in excess of eight (8) hours per week, unless agreed by the Consultant, provided it is agreed by the parties that such Services shall be performed outside of normal working hours except under exigent circumstances. SECTION 2. TERM. The “Term,” as used in this Consulting Agreement, shall mean the period of time commencing on the Effective Date and terminating on April 30, 2023; provided, that, in the event that the Consultant has revoked the release set forth in Section 7(a) below after his execution of it as provided in Section 7(d) below, then this Consulting Agreement shall automatically terminate and neither the Company nor the Consultant shall have any obligations to each other hereunder. SECTION 3. COMPENSATION. a. Fees. In consideration for the satisfaction of the Consultant’s duties as described in Section 1 hereto, the Company or one of its afﬁliates shall pay to the Consultant fees in an aggregate amount equal to Ten Thousand Dollars ($10,000) (the “Fees”), payable over the course of Term in pro-rata biweekly installments, in arrears, on the same dates the Company (or its applicable afﬁliate) makes payroll payments to its employees. The Consultant will receive an Internal Revenue Service Form 1099 with respect to the Fees; shall be solely responsible for paying all taxes in connection with the Fees; and shall indemnify the Company and its afﬁliates, and hold them all harmless, from and against any and all taxes, penalties, or other liability in connection therewith; provided that nothing herein shall require such indemniﬁcation if the Consultant’s failuret h DOCSOC/1900504v3/101022-000016/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 1/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 2/18to pay such taxes resulted from the Company’s failure to timely issue a Form 1099 or from other interference by the Company. b. Expense Reimbursement. In accordance with Section 8(c) of the Employment Agreement, the Company shall reimburse Consultant for all reasonable business expenses actually paid or incurred by Consultant in the course of, pursuant to and in furtherance of providing the services hereunder during the Term, including travel expenses in cases where such travel has been approved in advance by the Company, and such reimbursement of expenses shall be made no later than thirty (30) days following such submission of supporting documentation. c. Equity Awards. During the Term, as additional consideration for the Consultant’s services hereunder, the Consultant shall be treated as if he remains in “Service” for purposes of all duly-issued stock options, restricted stock awards, and other stock awards held by Consultant as of the Effective Date, and all such awards shall continue to vest during the Term in accordance with the terms and subject to the conditions of the applicable agreement(s) and plan documents governing such awards, provided that: (i) that certain Restricted Stock Unit Award Agreement, dated August 23, 2021, as amended, by and between the Company and Consultant, pursuant to which Consultant was granted 45,000 Restricted Stock Units shall be deemed terminated, and all rights of Consultant thereunder shall be forfeited by Consultant, in each case, as of the Effective Date; (ii) that certain Stock Option Award Agreement, dated August 23, 2021, by and between the Company and Consultant, pursuant to which Consultant was granted an Option to purchase 112,500 shares of common stock of the Company shall be deemed terminated, and all rights of Consultant thereunder shall be forfeited by Consultant, in each case, as of the Effective Date, and (iii) that certain Restricted Stock Unit Agreement, dated June 4, 2020, as amended, by and between the Company and Consultant, shall be modiﬁed and amended to provide that 7,208 restricted stock units scheduled to vest on June 4, 2023 shall be accelerated and vest on March 8, 2023, subject to Consultant’s continuous Service to the Company through such date and otherwise in accordance with the terms of the applicable agreement(s) and plan documents governing such awards. For purposes of this Agreement, all duly-issued stock options, restricted stock, and other stock awards held by Consultant as of the Effective Date (other than those being terminated in accordance with sub-clauses (i) and (ii), above) shall be the “Continuing Equity Awards.” For avoidance of doubt, the Consultant will not be an “employee” for any purpose hereunder, or under any other agreement, and nothing this Agreement or in the services Consultant provides pursuant hereto shall be construed to the contrary. d. Waiver of Other Compensation and Beneﬁts. During the Term, the Consultant shall receive the Fees and the amounts set forth in this Section 3 in lieu of, and shall not be entitled to receive, any new equity awards and other beneﬁts. e. No Other Compensation. Except for the payments and beneﬁts provided for in this Consulting Agreement, and any other vested beneﬁts due to the Consultant pursuant to the terms and conditions of any employee beneﬁt plan in which the Consultant was a participant on or prior to the Effective Date, the Consultant acknowledges and agrees that he is entitled to no other compensation, payments, beneﬁts or agreements from the Company of any kind or nature whatsoever, including, without limitation, pursuant to the Employment Agreement; provided, however, that nothing herein shall affect the Consultant’s rights to indemniﬁcation, advancement, defense or reimbursement pursuant to any applicable D&O policies or any similar insurance policies, the Company’s amended and restated by-laws as amended or applicable law or other applicable agreements, contracts or policies. SECTION 4. TERMINATION. Subject to the provisions of Section 2 above, this Consulting Agreement shall terminate on expiration of the Term (subject to any provisions that survive), unless extended upon the mutual agreement of the Consultant and the Company. 216/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 3/18SECTION 5. INTELLECTUAL PROPERTY. The Consultant agrees that any and all discoveries, concepts, ideas, inventions, writings, plans, articles, devices, products, designs, treatments, structures, processes, methods, formulae, techniques and drawings, and improvements or modiﬁcations related to the foregoing that are in any way directly related to the Company’s active patent portfolios, which are made, developed, created, contributed to, reduced to practice, or conceived by the Consultant, whether solely or jointly with others, in connection with the Consultant’s services to the Company (collectively, the “Intellectual Property”) shall be and shall remain the exclusive property of the Company, and, to the extent applicable, a “work made for hire,” and the Company shall own all rights, title and interests thereto, including, without limitation, all rights under copyright, patent, trademark, statutory, common law and/or otherwise. By the Consultant’s execution of this Consulting Agreement, the Consultant hereby irrevocably and unconditionally assigns to the Company all right, title and interest in any such Intellectual Property. The Consultant further agrees to take all such steps and all further action as the Company may reasonable request to effectuate the foregoing, including, without limitation, the execution and delivery of such documents and applications as the Company may reasonably request to secure the rights to Intellectual Property worldwide by patent, copyright or otherwise to the Company or its successors and assigns. The Consultant further agrees promptly and fully to disclose any Intellectual Property to the ofﬁcers of the Company and to deliver to such ofﬁcers all papers, drawings, models, data and other material (collectively, the “Material”) relating to any Intellectual Property made, reduced to practice, developed, created or contributed to by the Consultant and, upon termination, or expiration of this Consulting Agreement, to turn over to the Company all such Material. To the extent that the Consultant has signed any other assignment of inventions agreement, such agreement continues in full force and effect. Any intellectual property which was developed by the Consultant prior to the date of the Consultant’s Employment Agreement, or which is developed by the Consultant during the Term or after the termination of this Consulting Agreement and is not directly related to the Company’s or any of its afﬁliates’ active patent portfolios, shall be owned by the Consultant. SECTION 6. ADDITIONAL AGREEMENTS. a. Conﬂicts; Non-Solicitation. During the Term, the Consultant agrees not to accept employment with or perform services for any other entity, group or individual if such employment or service would in conﬂict with or interfere in any way with the Company’s business interests (as reasonably determined by the Company). During the Term, the Consultant shall not: (a) solicit for employment or employ any employee of the Company or any of its afﬁliates or any person who is an independent contractor involved with the Company or any of its afﬁliates or (b) induce, attempt to induce or knowingly encourage any Customer of the Company or any of its afﬁliates to divert any business or income from the Company or any of its afﬁliates or to stop or alter the manner in which they are then doing business with the Company or any of its afﬁliates. The term “Customer” shall mean any individual or business ﬁrm that was or is a customer or client, or one that was or is a party in an investor agreement with, or whose business was actively solicited by, the Company or any of its afﬁliates at any time, regardless of whether such customer was generated, in whole or in part, by the Consultant’s efforts. For avoidance of doubt, nothing in this paragraph or elsewhere in this Consulting Agreement limits Consultant’s post-employment obligations under the Employment Agreement or any other agreement, including but not limited to Consultant’s continuing obligations under Section 8 of the Employment Agreement (“Covenants”). b. Non-disparagement. Each of the Consultant and the Company agrees not to engage in any wrongful conduct that is injurious to the other party or, where applicable, the other party’s subsidiaries’, ofﬁcers’ or directors’ reputation or interest, including but not limited to, disparaging, inducing or encouraging others to disparage or bring claims against the other party or, where applicable, its subsidiaries, ofﬁcers or directors, or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of the other party or, where applicable, the other party’s subsidiaries, ofﬁcers or directors; provided that nothing herein shall prevent a party from (i) testifying truthfully under oath pursuant to any lawful court order or subpoena, responding to any request of the Board or its designees, or as otherwise required by law (“Required Disclosure”); provided, that the party making a Required Disclosure shall provide prior 316/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 4/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 5/18notice of such Required Disclosure as far in advance as reasonably practicable (unless prohibited by law), so that the other party may intervene, appear or otherwise object, including by requesting a conﬁdential hearing or conﬁdential treatment at the non-disclosing party’s sole expense; or (ii) sharing information (except information protected by the Company’s or its afﬁliates’ attorney-client or work product privilege) with law enforcement, an attorney, or any federal, state, or local government agencies, regulators, or ofﬁcials (including the Securities and Exchange Commission) for the purpose of investigating, reporting, or complaining of a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the other party. Further, nothing herein shall be read to prevent the Company from making public ﬁlings or other public disclosures in accordance with applicable securities and other laws or regulations. c. Standstill. During the Term, without the Company’s prior written consent, the Consultant will not, himself or through any afﬁliate, representative or other person, acting alone or as part of a “group” (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934), directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneﬁcial ownership thereof) or assets of the Company or any of its subsidiaries; (B) any tender or exchange offer or merger or other business combination involving the Company or any of its subsidiaries; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) with respect to any securities of the Company, including without limitation to vote any securities of the Company or to provide or withhold consents or agent designations with respect to any securities of the Company, (ii) form, advise, join or in any way participate in a group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others, to seek to control or inﬂuence the management, Board or policies of the Company or any of its subsidiaries, (iv) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (i) above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing, or (vi) enter into any discussions, arrangements or agreements with any third party relating to any of the foregoing. The Consultant also agrees during such period not to request the Company (or its directors, ofﬁcers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). d. Conﬁdentiality. The Consultant agrees on behalf of himself and on behalf of his agents, attorneys, heirs, executors, administrators, and assigns that this Consulting Agreement, and any and all matters concerning the Consultant’s service to the Company prior to and during the Term, except information which prior to time of disclosure was in the public domain, will be regarded as privileged communications between the parties, and that neither he nor any of his agents, attorneys, heirs, executors, administrators or assigns will reveal, disseminate by publication of any sort, or release in any manner or means this Consulting Agreement or any matters, factual or legal, concerning this Consulting Agreement to any other person or entity, except as required by legal process (in which case, the Consultant agrees to promptly provide written notice of said legal process as set forth below prior to the production of the requested information) or as otherwise provided in Section 6(b), above. Notwithstanding the foregoing, the Consultant may reveal the relevant terms of this Consulting Agreement to his spouse, attorneys, accountants, ﬁnancial advisors and governmental authorities. e. Speciﬁc Performance and Injunctive Relief. The Consultant agrees that any violation by him or his representatives or advisors of this Consulting Agreement would be highly injurious to the Company and would cause irreparable harm to the Company. By reason of the foregoing, the Consultant consents and agrees that if he or his representatives or advisors violate any provision of this Consulting Agreement, the 416/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 6/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 7/18Company shall be entitled, in addition to any other rights and remedies that it may have, to obtain from any court of competent jurisdiction speciﬁc performance and/or injunctive or other relief (without the requirement of posting of a bond or other security) in order to enforce, or prevent any violation of, the provisions of this Consulting Agreement. In addition, in the event of a breach or violation by the Consultant of Section 6 of this Consulting Agreement, any other material breach or violation of this Consulting Agreement by the Consultant or Consultant’s voluntary resignation, in addition to all other available legal and equitable rights and remedies, the Company shall have the right to terminate any continuing obligation which it may then have to Consultant to make any further payments under this Consulting Agreement. SECTION 7. GENERAL RELEASE a. General Release. In further consideration of the covenants undertaken herein by the parties, including, without limitation, the payments and beneﬁts described in this Consulting Agreement, each party hereto (a “Releasing Party”) hereby waives, releases and forever discharges the other party and, where applicable, any of the other party’s past or present predecessors, parents, subsidiaries, afﬁliates, and related companies, including, but not limited to, ARG (collectively, all of the foregoing, the “Party Afﬁliates”), and all of the parties’ and the Party Afﬁliates’ respective past and present parents, subsidiaries and afﬁliates and all of their past and present employees, directors, ofﬁcers, members, partners, principals, attorneys, representatives, insurers, agents, shareholders, successors, and assigns (individually and collectively “Releasees”) from and with respect to any and all legally waivable claims, liabilities, obligations, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which the Releasing Party now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to the Releasing Party, from the beginning of time until the Effective Date. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by the Consultant against the Company or any of the other Releasees and/or based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the Americans With Disabilities Act, as amended (42 U.S.C. section 12101, et seq.); 42 U.S.C. sections 1981 and 1983; the New York State Human Rights Law (NYSHRL), the New York Labor Law (NYLL) (including but not limited to the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notiﬁcation Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York Civil Rights Law, Section 125 of the New York Workers\\' Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and the New York City Earned Sick Leave Law (NYCESLL), State wage and hour laws; or any other State, Federal or local statutes or laws. Employee further acknowledges that such Claims also include claims based on the Age Discrimination in Employment Act, as amended (29 U.S.C. section 621, et seq.) (the “ADEA”) and the Older Workers Beneﬁt Protection Act (29 U.S.C. §626(f)), as amended (the “OWBPA”), including all amendments thereto. The release, waiver, and discharge hereunder also covers any claim for any salary, bonus, severance beneﬁts, separation pay, or other post-employment payments of any type, whether based on the Employment Agreement or otherwise, except for the Fees described herein and for Executive’s rights with respect to the Continuing Equity Awards. Upon the expiration of the Term, the parties shall sign a release in the form attached hereto as Exhibit A. Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by the Consultant or the Company of: (i) any claim or right that may arise after the expiration of the Term of this Consulting Agreement; (ii) any claim or right 516/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 8/18the Consultant or the Company may have under this Consulting Agreement; (iii) any vested beneﬁts due to the Consultant pursuant to the terms and conditions of any Company employee beneﬁt plan in which the Consultant was a participant on or prior to the Effective Date; and (iv) any claim or right the Consultant or, where applicable, the Company or its afﬁliates may have to indemniﬁcation, advancement, defense or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, the Company’s amended and restated by-laws as amended or applicable law. b. Representations; Covenant Not to Sue. Each Releasing Party represents and afﬁrms that (i) neither it nor any person, organization or entity acting on its behalf has commenced, maintained, prosecuted, or participated in any complaint, claim or action against the other party and/or its Releasees, in any court or before any administrative, investigative or arbitral body or agency, (ii) that to the best of the Releasing Party’s knowledge and belief, there is no outstanding claim or demand for relief against the other party and/or its Releasees by the Releasing Party or any person, organization, or entity acting on the Releasing Party’s behalf and (iii) that neither the Releasing Party nor any person, organization or entity acting on its behalf will commence, maintain, prosecute or participate in any complaint, claim of any nature or description or action, against the Company or any Company Releasee for any claim released herein in any court or before any arbitral body. Notwithstanding the foregoing, this Consulting Agreement does not extend to those rights, which as a matter of law cannot be waived. c.Consultant acknowledges that this Agreement was presented to him on the date indicated above and that Consultant is entitled to have twenty-one (21) days’ time in which to consider it. Consultant further acknowledges that the Company has advised Consultant that Consultant is waiving his rights under the ADEA, and that Consultant should obtain advice concerning this Agreement from an attorney of his choice, and Consultant has had sufﬁcient time to consider the terms of this Agreement. Consultant represents and acknowledges that if Consultant executes this Agreement before twenty-one (21) days have elapsed, Consultant does so knowingly, voluntarily, and upon the advice and with the approval of Consultant’s legal counsel (if any), and that Consultant voluntarily waives any remaining consideration period. d.Consultant understands that after executing this Agreement, Consultant has the right to revoke it within seven (7) days after his execution of it. Consultant understands that this Agreement will not become effective and enforceable unless the seven (7) day revocation period passes and Consultant does not revoke this Agreement in writing. Consultant understands that this Agreement may not be revoked after the seven (7) day revocation period has passed. Consultant also understands that any revocation of this Agreement must be made in writing and delivered to the Company at its principal place of business within the seven (7) day period. SECTION 8. SECTION 409A. The parties agree that the amounts and beneﬁt payable hereunder are either exempt from or compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance promulgated thereunder (“Section 409A”), and the parties agree not to take any position inconsistent with such agreement for any reporting purposes, whether internal or external, and to cause their afﬁliates, successors and assigns not to take any such inconsistent position. Notwithstanding anything in this Consulting Agreement to the contrary, any payments or beneﬁts due hereunder that constitute non-exempt “deferred compensation” (as deﬁned in Section 409A) that are otherwise payable by reason of a “separation from service” (as deﬁned in Section 409A) will not be paid or provided to the Consultant unless and until the Consultant has undergone a separation from service. If, and only if, the Consultant is a “speciﬁed employee” (as deﬁned in Section 409A) and a payment or beneﬁt provided for in this Consulting Agreement would be subject to additional tax under Section 409A if such payment or beneﬁt is paid within six (6) months after the expiration of the Term, then such payment or beneﬁt shall not be paid (or commence) during the six-month period immediately following the expiration of the Term except as provided in the immediately following sentence. In such an event, any payment or beneﬁts that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Section 409A shall 616/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 9/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 10/18instead be paid to the Consultant in a lump-sum cash payment on the ﬁrst business day following the expiration of six (6) months after the expiration of the Term, or, if earlier, within ten (10) days following the date of the Consultant’s death. The Consultant’s right to receive any installment payments under this Consulting Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. If the Consultant is entitled to any reimbursement of expenses or in-kind beneﬁts that are includable in the Consultant’s federal gross taxable income, the amount of such expenses reimbursable or in-kind beneﬁts provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind beneﬁts to be provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The Consultant’s right to reimbursement of expenses or in-kind beneﬁts under this Consulting Agreement shall not be subject to liquidation or exchange for another beneﬁt. SECTION 9. MISCELLANEOUS. a. Indemniﬁcation of Payments. Notwithstanding any provision of this Consulting Agreement to the contrary, the Company, and its respective ofﬁcers, directors, employees and representatives, neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws or regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any payment or beneﬁts contemplated by this Consulting Agreement including, but not limited to, when and to what extent such payments or beneﬁts may be subject to tax, penalties and interest under the Tax Laws. The Consultant will indemnify and hold the Company harmless against the payment of taxes, interest, penalties, ﬁnes or other liabilities or costs that may be assessed by the Internal Revenue Service, or any other taxing authority and/or any other governmental agency (whether federal, state or local), in connection with payments under this Consulting Agreement, or any penalties or ﬁnes that may be assessed by the Internal Revenue Service against the Company for failing to timely withhold and deposit taxes with respect to amounts payable to the Consultant under this Consulting Agreement. b. Survival. The rights and obligations of the parties under this Consulting Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of this Consulting Agreement, regardless of the manner of or reasons for such termination. For clariﬁcation purposes and without implication that the contrary would otherwise be true, it is expressly understood and agreed that Sections 4, 5, 6, 7, 8 and 9 shall survive the termination of this Consulting Agreement or the Term, unless expressly limited to the Term, regardless of the manner of or reasons for such termination. c. Return of Company’s Property. By signing this Consulting Agreement, the Consultant afﬁrms that, except as otherwise agreed in writing by the parties hereto, upon the expiration of the Term he shall return to the Company all property belonging to the Company, including all credit cards, ID cards, electronic devices, any and all original and duplicate copies of all his work product and of ﬁles, calendars, books, records, notes, notebooks, manuals, computer disks, diskettes, and any other magnetic and other media materials he has in his possession or under his control which contains conﬁdential or proprietary information of the Company. d. Entire Agreement; Amendment. This Consulting Agreement and the other agreements referenced herein and therein constitute the entire agreement between the parties hereto with respect to the Consultant’s services to the Company during the Term, and supersedes all prior agreements, understandings, negotiations and discussions, both written and oral, among the parties hereto. For avoidance of doubt, nothing in this Consulting Agreement limits the Consultant’s continuing obligations to the Company and its afﬁliates under his Employment Agreement and/or the other agreements referenced herein. This Consulting Agreement may not be amended or modiﬁed in any way except by a written instrument executed by each of the parties hereto. 716/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 11/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 12/18e. Notice. All notices under this Consulting Agreement shall be in writing and shall be given by personal delivery, or by registered or certiﬁed United States mail, postage prepaid, return receipt requested, to the address set forth below: If to the Consultant: Richard Rosenstein _______________ _______________ If to the Company: Acacia Research Corporation 767 Third Avenue, 6 Floor New York, NY 10017 Attention: General Counsel or to such other person or persons or to such other address or addresses as Consultant and the Board or the Company or their respective successors or assigns may hereafter furnish to the other by notice similarly given. Notices, if personally delivered, shall be deemed to have been received on the date of delivery, and if given by registered or certiﬁed mail, shall be deemed to have been received on the ﬁfth (5) business day after mailing. f. Governing Law. This Consulting Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York applicable to contracts made and to be performed wholly within such State, and without regard to the conﬂicts of laws principles thereof. g. Arbitration. Any dispute, controversy or claim arising out of or relating to this Consulting Agreement, which dispute, controversy or claim is not settled in writing within ten (10) business days after the date on which a party to this Consulting Agreement gives written notice to the other that a dispute, controversy or claim exists, shall be settled by a conﬁdential arbitration conducted in Manhattan, New York in accordance with the provisions of the Judicial Arbitration and Mediation Services then in force (the “Rules”) and the laws of the State of Delaware. In the event that a party requests arbitration, it shall serve upon the other party a written demand for conﬁdential arbitration stating the substance of the controversy, dispute or claim and the contention of the party requesting arbitration and both parties shall execute a standard conﬁdentiality agreement in which each party will agree, unless required by applicable law, to keep conﬁdential all aspects of the arbitration, including the fact that the parties are arbitrating a dispute and the outcome of such arbitration. If possible, one neutral arbitrator will be selected by mutual agreement. If the parties do not select the arbitrator by mutual agreement, the arbitrator shall be selected in accordance with the Rules. The parties hereto agree that the fact of arbitration, the matters submitted in arbitration, witness statements, the reasoning of the arbitrators, and the award be maintained as conﬁdential by all participants in the arbitration, including, but not limited to, the arbitrators, witnesses, experts and administrative personnel, except as required by law or ﬁnancial reporting requirements. The parties shall abide by all awards rendered in the arbitration proceedings and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought; provided, however, that without consent of the parties hereto, only such information as is required by law shall be disclosed in connection with enforcement of such award. h. Assignment: Successors and Assigns. No party hereto may make any direct or indirect assignment or subcontracting of this Consulting Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other parties hereto. This Consulting Agreement shall inure to the beneﬁt of and be binding upon the parties hereto and their respective heirs, personal representatives, executors, legal representatives, successors and permitted assigns. i. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Consulting Agreement shall not affectt h t h 816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 13/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 14/18the enforceability of the remaining portions of this Consulting Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Consulting Agreement shall be declared invalid by a court of competent jurisdiction, then this Consulting Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted. j. Enforcement. The failure of any party hereto to insist in one or more instances on performance by another party hereto of any obligation, condition or other term of this Consulting Agreement in strict accordance with the provisions hereof shall not be construed as a waiver of any right granted hereunder or of the future performance of any obligation, condition or other term of this Consulting Agreement in strict accordance with the provisions hereof, and no waiver with respect thereto shall be effective unless contained in a writing signed by or on behalf of the waiving party. The remedies in this Consulting Agreement shall be cumulative and are not exclusive of any other remedies provided by law. k. Counterparts; Facsimile. This Consulting Agreement may be executed in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. Any signature page delivered by facsimile or PDF signature shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto. [Signature page follows.] 916/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 15/18IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the date ﬁrst above written. /s/ Richard Rosenstein____________________ Richard Rosenstein (Consultant) ACACIA RESEARCH CORPORATION By: /s/ Martin McNulty Name: Martin D. McNulty Jr. Title: Chief Executive Ofﬁcer Rosenstein Consulting Agreement Signature Page16/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 16/18EXHIBIT A FORM OF RELEASE In consideration of the covenants undertaken in the Consulting Agreement (the “Agreement”), effective as of January 28, 2023 by and between Acacia Research Corporation (the “Company”) and Richard Rosenstein (the “Consultant”), including, without limitation, the payments and beneﬁts described in the Agreement, each of the Company and the Consultant hereby waives, releases and forever discharges the other party and any of the other party’s past and present predecessors, parents, subsidiaries, afﬁliates, and related companies, including, but not limited to, Acacia Research Group LLC (collectively, all of the foregoing, the “Party Afﬁliates”), and all of the parties’ and the Party Afﬁliates’ respective past and present parents, subsidiaries and afﬁliates and all of their past and present employees, directors, ofﬁcers, members, partners, principals, attorneys, representatives, insurers, agents, shareholders, successors, and assigns (individually and collectively, the “Releasees”) from and with respect to any and all legally waivable claims, liabilities, obligations, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which either party now has, or ever had, against the other party based upon or arising from any fact or set of facts, whether known or unknown to the Company or the Consultant, as the case may be, from the beginning of time until the expiration of the Term. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by the Consultant against the Company or any of the Releasees and/or based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the Americans With Disabilities Act, as amended (42 U.S.C. section 12101, et seq.); 42 U.S.C. sections 1981 and 1983; the New York State Human Rights Law (NYSHRL), the New York Labor Law (NYLL) (including but not limited to the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notiﬁcation Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York Civil Rights Law, Section 125 of the New York Workers\\' Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and the New York City Earned Sick Leave Law (NYCESLL), State wage and hour laws; or any other State, Federal or local statutes or laws. Employee further acknowledges that such Claims also include claims based on the Age Discrimination in Employment Act, as amended (29 U.S.C. section 621, et seq.) (the “ADEA”) and the Older Workers Beneﬁt Protection Act (29 U.S.C. §626(f)), as amended (the “OWBPA”), including all amendments thereto. The release, waiver, and discharge hereunder also covers any claim for any salary, bonus, severance beneﬁts, separation pay, or other post-employment payments of any type, whether based on the Amended and Restated Employment Agreement by and between Acacia Research Group LLC and the Consultant, dated as of June 4, 2020, or otherwise, except for the Fees described the Agreement and for Executive’s rights with respect to the Continuing Equity Awards (as deﬁned in Section 3(c) of the Agreement). The provisions of this release do not release claims that cannot be released as a matter of law. Notwithstanding the generality of the foregoing, nothing in this Consulting Agreement constitutes a release or waiver by the Consultant or the Company of: (i) any claim or right that may arise after the expiration of the Term of this Consulting Agreement; (ii) any claim or right the Consultant or the Company may have under this Consulting Agreement; (iii) any vested beneﬁts due to the Consultant pursuant to the terms and conditions of any Company employee beneﬁt plan in which the Consultant was a participant on or prior to the Effective Date; and (iv) any claim or right the Consultant or, to the extent applicable, the Company may have pursuant to indemniﬁcation, advancement, defense or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, the Company’s amended and restated by-laws as amended or applicable law. Each of the Consultant and the Company represents and afﬁrms that (i) neither it nor any person, organization or entity acting on its behalf has commenced, maintained, prosecuted, or participated in any complaint, claim or action against the other party and/or its Releasees, in any court or before any administrative, investigative or arbitral body or agency, (ii) that to the best of the Consultant’s or the Company’s knowledge and belief, there is no outstanding claim or demand for relief against the other16/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 17/18party and/or or its Releasees by it or any person, organization, or entity acting on its behalf, and (iii) that neither it nor any person, organization or entity acting on its behalf will commence, maintain, prosecute or participate in any complaint, claim of any nature or description or action, against the other party or any of its Releasees for any claim released herein in any court or before any court or arbitral body. Notwithstanding the foregoing, this release does not extend to those rights, which as a matter of law cannot be waived.16/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 18/18" }, { "role": "assistant", "content": "{\"clause_text\": \"The employer may terminate this agreement at any time without cause.\", \"clause_type\": \"Termination\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Violates termination protection under Sri Lankan labour regulations.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 a1018acaciaconsultingagree.htm EX-10.2 Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Consulting Agreement”) is entered into as of this 8 day of January, 2023 and shall become effective as of the 28 day of January, 2023 (the “Effective Date”), by and between Acacia Research Corporation, a Delaware corporation (“Acacia” or the “Company”) and Richard Rosenstein (the “Consultant”). WHEREAS, the Consultant was employed by Acacia Research Group LLC, a Texas limited liability company and a subsidiary of the Company (“ARG”), pursuant to an Amended and Restated Employment Agreement by and between ARG and the Consultant, dated as of June 4, 2020 (the “Employment Agreement”); WHEREAS, on January 3, 2023, the Consultant delivered to the Board of Directors of the Company (the “Board”) notice of his resignation without Good Reason (as deﬁned in the Employment Agreement) from the Company effective January 27, 2023; and WHEREAS, Company desires to retain the consulting services of the Consultant and the Consultant wishes to provide consulting services to the Board and the Company as of the Effective Date. NOW, THEREFORE, in consideration of the foregoing recitations, the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufﬁciency of which are acknowledged hereby, the parties hereto, intending legally to be bound, hereby covenant and agree as follows: SECTION 1. DUTIES. During the Term (as hereinafter deﬁned), the Consultant will consult with and assist the Board and the Company (including, at the request of the Board, any advisors or representatives of the Board of the Company) in connection with those aspects of the Company’s business that Consultant was involved during, or would be familiar with as a result of, his employment with the Company, and shall perform such services as are reasonably requested by the Board or the Company’s ofﬁcers from time to time. Notwithstanding the foregoing, Consultant will not be authorized or required to enter into any agreements or sign any authorizations or certiﬁcations on behalf of the Company or its afﬁliates, including in connection with any public ﬁlings. In performing the consulting services hereunder, the Consultant shall make himself reasonably available as requested by the Board, or any advisors or representatives of the Board of the Company, and shall perform such services in a diligent and responsive manner. Without limiting the foregoing, the Consultant shall not be required to perform such services in excess of eight (8) hours per week, unless agreed by the Consultant, provided it is agreed by the parties that such Services shall be performed outside of normal working hours except under exigent circumstances. SECTION 2. TERM. The “Term,” as used in this Consulting Agreement, shall mean the period of time commencing on the Effective Date and terminating on April 30, 2023; provided, that, in the event that the Consultant has revoked the release set forth in Section 7(a) below after his execution of it as provided in Section 7(d) below, then this Consulting Agreement shall automatically terminate and neither the Company nor the Consultant shall have any obligations to each other hereunder. SECTION 3. COMPENSATION. a. Fees. In consideration for the satisfaction of the Consultant’s duties as described in Section 1 hereto, the Company or one of its afﬁliates shall pay to the Consultant fees in an aggregate amount equal to Ten Thousand Dollars ($10,000) (the “Fees”), payable over the course of Term in pro-rata biweekly installments, in arrears, on the same dates the Company (or its applicable afﬁliate) makes payroll payments to its employees. The Consultant will receive an Internal Revenue Service Form 1099 with respect to the Fees; shall be solely responsible for paying all taxes in connection with the Fees; and shall indemnify the Company and its afﬁliates, and hold them all harmless, from and against any and all taxes, penalties, or other liability in connection therewith; provided that nothing herein shall require such indemniﬁcation if the Consultant’s failuret h DOCSOC/1900504v3/101022-000016/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 1/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 2/18to pay such taxes resulted from the Company’s failure to timely issue a Form 1099 or from other interference by the Company. b. Expense Reimbursement. In accordance with Section 8(c) of the Employment Agreement, the Company shall reimburse Consultant for all reasonable business expenses actually paid or incurred by Consultant in the course of, pursuant to and in furtherance of providing the services hereunder during the Term, including travel expenses in cases where such travel has been approved in advance by the Company, and such reimbursement of expenses shall be made no later than thirty (30) days following such submission of supporting documentation. c. Equity Awards. During the Term, as additional consideration for the Consultant’s services hereunder, the Consultant shall be treated as if he remains in “Service” for purposes of all duly-issued stock options, restricted stock awards, and other stock awards held by Consultant as of the Effective Date, and all such awards shall continue to vest during the Term in accordance with the terms and subject to the conditions of the applicable agreement(s) and plan documents governing such awards, provided that: (i) that certain Restricted Stock Unit Award Agreement, dated August 23, 2021, as amended, by and between the Company and Consultant, pursuant to which Consultant was granted 45,000 Restricted Stock Units shall be deemed terminated, and all rights of Consultant thereunder shall be forfeited by Consultant, in each case, as of the Effective Date; (ii) that certain Stock Option Award Agreement, dated August 23, 2021, by and between the Company and Consultant, pursuant to which Consultant was granted an Option to purchase 112,500 shares of common stock of the Company shall be deemed terminated, and all rights of Consultant thereunder shall be forfeited by Consultant, in each case, as of the Effective Date, and (iii) that certain Restricted Stock Unit Agreement, dated June 4, 2020, as amended, by and between the Company and Consultant, shall be modiﬁed and amended to provide that 7,208 restricted stock units scheduled to vest on June 4, 2023 shall be accelerated and vest on March 8, 2023, subject to Consultant’s continuous Service to the Company through such date and otherwise in accordance with the terms of the applicable agreement(s) and plan documents governing such awards. For purposes of this Agreement, all duly-issued stock options, restricted stock, and other stock awards held by Consultant as of the Effective Date (other than those being terminated in accordance with sub-clauses (i) and (ii), above) shall be the “Continuing Equity Awards.” For avoidance of doubt, the Consultant will not be an “employee” for any purpose hereunder, or under any other agreement, and nothing this Agreement or in the services Consultant provides pursuant hereto shall be construed to the contrary. d. Waiver of Other Compensation and Beneﬁts. During the Term, the Consultant shall receive the Fees and the amounts set forth in this Section 3 in lieu of, and shall not be entitled to receive, any new equity awards and other beneﬁts. e. No Other Compensation. Except for the payments and beneﬁts provided for in this Consulting Agreement, and any other vested beneﬁts due to the Consultant pursuant to the terms and conditions of any employee beneﬁt plan in which the Consultant was a participant on or prior to the Effective Date, the Consultant acknowledges and agrees that he is entitled to no other compensation, payments, beneﬁts or agreements from the Company of any kind or nature whatsoever, including, without limitation, pursuant to the Employment Agreement; provided, however, that nothing herein shall affect the Consultant’s rights to indemniﬁcation, advancement, defense or reimbursement pursuant to any applicable D&O policies or any similar insurance policies, the Company’s amended and restated by-laws as amended or applicable law or other applicable agreements, contracts or policies. SECTION 4. TERMINATION. Subject to the provisions of Section 2 above, this Consulting Agreement shall terminate on expiration of the Term (subject to any provisions that survive), unless extended upon the mutual agreement of the Consultant and the Company. 216/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 3/18SECTION 5. INTELLECTUAL PROPERTY. The Consultant agrees that any and all discoveries, concepts, ideas, inventions, writings, plans, articles, devices, products, designs, treatments, structures, processes, methods, formulae, techniques and drawings, and improvements or modiﬁcations related to the foregoing that are in any way directly related to the Company’s active patent portfolios, which are made, developed, created, contributed to, reduced to practice, or conceived by the Consultant, whether solely or jointly with others, in connection with the Consultant’s services to the Company (collectively, the “Intellectual Property”) shall be and shall remain the exclusive property of the Company, and, to the extent applicable, a “work made for hire,” and the Company shall own all rights, title and interests thereto, including, without limitation, all rights under copyright, patent, trademark, statutory, common law and/or otherwise. By the Consultant’s execution of this Consulting Agreement, the Consultant hereby irrevocably and unconditionally assigns to the Company all right, title and interest in any such Intellectual Property. The Consultant further agrees to take all such steps and all further action as the Company may reasonable request to effectuate the foregoing, including, without limitation, the execution and delivery of such documents and applications as the Company may reasonably request to secure the rights to Intellectual Property worldwide by patent, copyright or otherwise to the Company or its successors and assigns. The Consultant further agrees promptly and fully to disclose any Intellectual Property to the ofﬁcers of the Company and to deliver to such ofﬁcers all papers, drawings, models, data and other material (collectively, the “Material”) relating to any Intellectual Property made, reduced to practice, developed, created or contributed to by the Consultant and, upon termination, or expiration of this Consulting Agreement, to turn over to the Company all such Material. To the extent that the Consultant has signed any other assignment of inventions agreement, such agreement continues in full force and effect. Any intellectual property which was developed by the Consultant prior to the date of the Consultant’s Employment Agreement, or which is developed by the Consultant during the Term or after the termination of this Consulting Agreement and is not directly related to the Company’s or any of its afﬁliates’ active patent portfolios, shall be owned by the Consultant. SECTION 6. ADDITIONAL AGREEMENTS. a. Conﬂicts; Non-Solicitation. During the Term, the Consultant agrees not to accept employment with or perform services for any other entity, group or individual if such employment or service would in conﬂict with or interfere in any way with the Company’s business interests (as reasonably determined by the Company). During the Term, the Consultant shall not: (a) solicit for employment or employ any employee of the Company or any of its afﬁliates or any person who is an independent contractor involved with the Company or any of its afﬁliates or (b) induce, attempt to induce or knowingly encourage any Customer of the Company or any of its afﬁliates to divert any business or income from the Company or any of its afﬁliates or to stop or alter the manner in which they are then doing business with the Company or any of its afﬁliates. The term “Customer” shall mean any individual or business ﬁrm that was or is a customer or client, or one that was or is a party in an investor agreement with, or whose business was actively solicited by, the Company or any of its afﬁliates at any time, regardless of whether such customer was generated, in whole or in part, by the Consultant’s efforts. For avoidance of doubt, nothing in this paragraph or elsewhere in this Consulting Agreement limits Consultant’s post-employment obligations under the Employment Agreement or any other agreement, including but not limited to Consultant’s continuing obligations under Section 8 of the Employment Agreement (“Covenants”). b. Non-disparagement. Each of the Consultant and the Company agrees not to engage in any wrongful conduct that is injurious to the other party or, where applicable, the other party’s subsidiaries’, ofﬁcers’ or directors’ reputation or interest, including but not limited to, disparaging, inducing or encouraging others to disparage or bring claims against the other party or, where applicable, its subsidiaries, ofﬁcers or directors, or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of the other party or, where applicable, the other party’s subsidiaries, ofﬁcers or directors; provided that nothing herein shall prevent a party from (i) testifying truthfully under oath pursuant to any lawful court order or subpoena, responding to any request of the Board or its designees, or as otherwise required by law (“Required Disclosure”); provided, that the party making a Required Disclosure shall provide prior 316/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 4/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 5/18notice of such Required Disclosure as far in advance as reasonably practicable (unless prohibited by law), so that the other party may intervene, appear or otherwise object, including by requesting a conﬁdential hearing or conﬁdential treatment at the non-disclosing party’s sole expense; or (ii) sharing information (except information protected by the Company’s or its afﬁliates’ attorney-client or work product privilege) with law enforcement, an attorney, or any federal, state, or local government agencies, regulators, or ofﬁcials (including the Securities and Exchange Commission) for the purpose of investigating, reporting, or complaining of a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the other party. Further, nothing herein shall be read to prevent the Company from making public ﬁlings or other public disclosures in accordance with applicable securities and other laws or regulations. c. Standstill. During the Term, without the Company’s prior written consent, the Consultant will not, himself or through any afﬁliate, representative or other person, acting alone or as part of a “group” (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934), directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneﬁcial ownership thereof) or assets of the Company or any of its subsidiaries; (B) any tender or exchange offer or merger or other business combination involving the Company or any of its subsidiaries; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) with respect to any securities of the Company, including without limitation to vote any securities of the Company or to provide or withhold consents or agent designations with respect to any securities of the Company, (ii) form, advise, join or in any way participate in a group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others, to seek to control or inﬂuence the management, Board or policies of the Company or any of its subsidiaries, (iv) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (i) above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing, or (vi) enter into any discussions, arrangements or agreements with any third party relating to any of the foregoing. The Consultant also agrees during such period not to request the Company (or its directors, ofﬁcers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). d. Conﬁdentiality. The Consultant agrees on behalf of himself and on behalf of his agents, attorneys, heirs, executors, administrators, and assigns that this Consulting Agreement, and any and all matters concerning the Consultant’s service to the Company prior to and during the Term, except information which prior to time of disclosure was in the public domain, will be regarded as privileged communications between the parties, and that neither he nor any of his agents, attorneys, heirs, executors, administrators or assigns will reveal, disseminate by publication of any sort, or release in any manner or means this Consulting Agreement or any matters, factual or legal, concerning this Consulting Agreement to any other person or entity, except as required by legal process (in which case, the Consultant agrees to promptly provide written notice of said legal process as set forth below prior to the production of the requested information) or as otherwise provided in Section 6(b), above. Notwithstanding the foregoing, the Consultant may reveal the relevant terms of this Consulting Agreement to his spouse, attorneys, accountants, ﬁnancial advisors and governmental authorities. e. Speciﬁc Performance and Injunctive Relief. The Consultant agrees that any violation by him or his representatives or advisors of this Consulting Agreement would be highly injurious to the Company and would cause irreparable harm to the Company. By reason of the foregoing, the Consultant consents and agrees that if he or his representatives or advisors violate any provision of this Consulting Agreement, the 416/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 6/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 7/18Company shall be entitled, in addition to any other rights and remedies that it may have, to obtain from any court of competent jurisdiction speciﬁc performance and/or injunctive or other relief (without the requirement of posting of a bond or other security) in order to enforce, or prevent any violation of, the provisions of this Consulting Agreement. In addition, in the event of a breach or violation by the Consultant of Section 6 of this Consulting Agreement, any other material breach or violation of this Consulting Agreement by the Consultant or Consultant’s voluntary resignation, in addition to all other available legal and equitable rights and remedies, the Company shall have the right to terminate any continuing obligation which it may then have to Consultant to make any further payments under this Consulting Agreement. SECTION 7. GENERAL RELEASE a. General Release. In further consideration of the covenants undertaken herein by the parties, including, without limitation, the payments and beneﬁts described in this Consulting Agreement, each party hereto (a “Releasing Party”) hereby waives, releases and forever discharges the other party and, where applicable, any of the other party’s past or present predecessors, parents, subsidiaries, afﬁliates, and related companies, including, but not limited to, ARG (collectively, all of the foregoing, the “Party Afﬁliates”), and all of the parties’ and the Party Afﬁliates’ respective past and present parents, subsidiaries and afﬁliates and all of their past and present employees, directors, ofﬁcers, members, partners, principals, attorneys, representatives, insurers, agents, shareholders, successors, and assigns (individually and collectively “Releasees”) from and with respect to any and all legally waivable claims, liabilities, obligations, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which the Releasing Party now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to the Releasing Party, from the beginning of time until the Effective Date. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by the Consultant against the Company or any of the other Releasees and/or based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the Americans With Disabilities Act, as amended (42 U.S.C. section 12101, et seq.); 42 U.S.C. sections 1981 and 1983; the New York State Human Rights Law (NYSHRL), the New York Labor Law (NYLL) (including but not limited to the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notiﬁcation Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York Civil Rights Law, Section 125 of the New York Workers\\' Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and the New York City Earned Sick Leave Law (NYCESLL), State wage and hour laws; or any other State, Federal or local statutes or laws. Employee further acknowledges that such Claims also include claims based on the Age Discrimination in Employment Act, as amended (29 U.S.C. section 621, et seq.) (the “ADEA”) and the Older Workers Beneﬁt Protection Act (29 U.S.C. §626(f)), as amended (the “OWBPA”), including all amendments thereto. The release, waiver, and discharge hereunder also covers any claim for any salary, bonus, severance beneﬁts, separation pay, or other post-employment payments of any type, whether based on the Employment Agreement or otherwise, except for the Fees described herein and for Executive’s rights with respect to the Continuing Equity Awards. Upon the expiration of the Term, the parties shall sign a release in the form attached hereto as Exhibit A. Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by the Consultant or the Company of: (i) any claim or right that may arise after the expiration of the Term of this Consulting Agreement; (ii) any claim or right 516/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 8/18the Consultant or the Company may have under this Consulting Agreement; (iii) any vested beneﬁts due to the Consultant pursuant to the terms and conditions of any Company employee beneﬁt plan in which the Consultant was a participant on or prior to the Effective Date; and (iv) any claim or right the Consultant or, where applicable, the Company or its afﬁliates may have to indemniﬁcation, advancement, defense or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, the Company’s amended and restated by-laws as amended or applicable law. b. Representations; Covenant Not to Sue. Each Releasing Party represents and afﬁrms that (i) neither it nor any person, organization or entity acting on its behalf has commenced, maintained, prosecuted, or participated in any complaint, claim or action against the other party and/or its Releasees, in any court or before any administrative, investigative or arbitral body or agency, (ii) that to the best of the Releasing Party’s knowledge and belief, there is no outstanding claim or demand for relief against the other party and/or its Releasees by the Releasing Party or any person, organization, or entity acting on the Releasing Party’s behalf and (iii) that neither the Releasing Party nor any person, organization or entity acting on its behalf will commence, maintain, prosecute or participate in any complaint, claim of any nature or description or action, against the Company or any Company Releasee for any claim released herein in any court or before any arbitral body. Notwithstanding the foregoing, this Consulting Agreement does not extend to those rights, which as a matter of law cannot be waived. c.Consultant acknowledges that this Agreement was presented to him on the date indicated above and that Consultant is entitled to have twenty-one (21) days’ time in which to consider it. Consultant further acknowledges that the Company has advised Consultant that Consultant is waiving his rights under the ADEA, and that Consultant should obtain advice concerning this Agreement from an attorney of his choice, and Consultant has had sufﬁcient time to consider the terms of this Agreement. Consultant represents and acknowledges that if Consultant executes this Agreement before twenty-one (21) days have elapsed, Consultant does so knowingly, voluntarily, and upon the advice and with the approval of Consultant’s legal counsel (if any), and that Consultant voluntarily waives any remaining consideration period. d.Consultant understands that after executing this Agreement, Consultant has the right to revoke it within seven (7) days after his execution of it. Consultant understands that this Agreement will not become effective and enforceable unless the seven (7) day revocation period passes and Consultant does not revoke this Agreement in writing. Consultant understands that this Agreement may not be revoked after the seven (7) day revocation period has passed. Consultant also understands that any revocation of this Agreement must be made in writing and delivered to the Company at its principal place of business within the seven (7) day period. SECTION 8. SECTION 409A. The parties agree that the amounts and beneﬁt payable hereunder are either exempt from or compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance promulgated thereunder (“Section 409A”), and the parties agree not to take any position inconsistent with such agreement for any reporting purposes, whether internal or external, and to cause their afﬁliates, successors and assigns not to take any such inconsistent position. Notwithstanding anything in this Consulting Agreement to the contrary, any payments or beneﬁts due hereunder that constitute non-exempt “deferred compensation” (as deﬁned in Section 409A) that are otherwise payable by reason of a “separation from service” (as deﬁned in Section 409A) will not be paid or provided to the Consultant unless and until the Consultant has undergone a separation from service. If, and only if, the Consultant is a “speciﬁed employee” (as deﬁned in Section 409A) and a payment or beneﬁt provided for in this Consulting Agreement would be subject to additional tax under Section 409A if such payment or beneﬁt is paid within six (6) months after the expiration of the Term, then such payment or beneﬁt shall not be paid (or commence) during the six-month period immediately following the expiration of the Term except as provided in the immediately following sentence. In such an event, any payment or beneﬁts that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Section 409A shall 616/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 9/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 10/18instead be paid to the Consultant in a lump-sum cash payment on the ﬁrst business day following the expiration of six (6) months after the expiration of the Term, or, if earlier, within ten (10) days following the date of the Consultant’s death. The Consultant’s right to receive any installment payments under this Consulting Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. If the Consultant is entitled to any reimbursement of expenses or in-kind beneﬁts that are includable in the Consultant’s federal gross taxable income, the amount of such expenses reimbursable or in-kind beneﬁts provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind beneﬁts to be provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The Consultant’s right to reimbursement of expenses or in-kind beneﬁts under this Consulting Agreement shall not be subject to liquidation or exchange for another beneﬁt. SECTION 9. MISCELLANEOUS. a. Indemniﬁcation of Payments. Notwithstanding any provision of this Consulting Agreement to the contrary, the Company, and its respective ofﬁcers, directors, employees and representatives, neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws or regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any payment or beneﬁts contemplated by this Consulting Agreement including, but not limited to, when and to what extent such payments or beneﬁts may be subject to tax, penalties and interest under the Tax Laws. The Consultant will indemnify and hold the Company harmless against the payment of taxes, interest, penalties, ﬁnes or other liabilities or costs that may be assessed by the Internal Revenue Service, or any other taxing authority and/or any other governmental agency (whether federal, state or local), in connection with payments under this Consulting Agreement, or any penalties or ﬁnes that may be assessed by the Internal Revenue Service against the Company for failing to timely withhold and deposit taxes with respect to amounts payable to the Consultant under this Consulting Agreement. b. Survival. The rights and obligations of the parties under this Consulting Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of this Consulting Agreement, regardless of the manner of or reasons for such termination. For clariﬁcation purposes and without implication that the contrary would otherwise be true, it is expressly understood and agreed that Sections 4, 5, 6, 7, 8 and 9 shall survive the termination of this Consulting Agreement or the Term, unless expressly limited to the Term, regardless of the manner of or reasons for such termination. c. Return of Company’s Property. By signing this Consulting Agreement, the Consultant afﬁrms that, except as otherwise agreed in writing by the parties hereto, upon the expiration of the Term he shall return to the Company all property belonging to the Company, including all credit cards, ID cards, electronic devices, any and all original and duplicate copies of all his work product and of ﬁles, calendars, books, records, notes, notebooks, manuals, computer disks, diskettes, and any other magnetic and other media materials he has in his possession or under his control which contains conﬁdential or proprietary information of the Company. d. Entire Agreement; Amendment. This Consulting Agreement and the other agreements referenced herein and therein constitute the entire agreement between the parties hereto with respect to the Consultant’s services to the Company during the Term, and supersedes all prior agreements, understandings, negotiations and discussions, both written and oral, among the parties hereto. For avoidance of doubt, nothing in this Consulting Agreement limits the Consultant’s continuing obligations to the Company and its afﬁliates under his Employment Agreement and/or the other agreements referenced herein. This Consulting Agreement may not be amended or modiﬁed in any way except by a written instrument executed by each of the parties hereto. 716/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 11/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 12/18e. Notice. All notices under this Consulting Agreement shall be in writing and shall be given by personal delivery, or by registered or certiﬁed United States mail, postage prepaid, return receipt requested, to the address set forth below: If to the Consultant: Richard Rosenstein _______________ _______________ If to the Company: Acacia Research Corporation 767 Third Avenue, 6 Floor New York, NY 10017 Attention: General Counsel or to such other person or persons or to such other address or addresses as Consultant and the Board or the Company or their respective successors or assigns may hereafter furnish to the other by notice similarly given. Notices, if personally delivered, shall be deemed to have been received on the date of delivery, and if given by registered or certiﬁed mail, shall be deemed to have been received on the ﬁfth (5) business day after mailing. f. Governing Law. This Consulting Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York applicable to contracts made and to be performed wholly within such State, and without regard to the conﬂicts of laws principles thereof. g. Arbitration. Any dispute, controversy or claim arising out of or relating to this Consulting Agreement, which dispute, controversy or claim is not settled in writing within ten (10) business days after the date on which a party to this Consulting Agreement gives written notice to the other that a dispute, controversy or claim exists, shall be settled by a conﬁdential arbitration conducted in Manhattan, New York in accordance with the provisions of the Judicial Arbitration and Mediation Services then in force (the “Rules”) and the laws of the State of Delaware. In the event that a party requests arbitration, it shall serve upon the other party a written demand for conﬁdential arbitration stating the substance of the controversy, dispute or claim and the contention of the party requesting arbitration and both parties shall execute a standard conﬁdentiality agreement in which each party will agree, unless required by applicable law, to keep conﬁdential all aspects of the arbitration, including the fact that the parties are arbitrating a dispute and the outcome of such arbitration. If possible, one neutral arbitrator will be selected by mutual agreement. If the parties do not select the arbitrator by mutual agreement, the arbitrator shall be selected in accordance with the Rules. The parties hereto agree that the fact of arbitration, the matters submitted in arbitration, witness statements, the reasoning of the arbitrators, and the award be maintained as conﬁdential by all participants in the arbitration, including, but not limited to, the arbitrators, witnesses, experts and administrative personnel, except as required by law or ﬁnancial reporting requirements. The parties shall abide by all awards rendered in the arbitration proceedings and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought; provided, however, that without consent of the parties hereto, only such information as is required by law shall be disclosed in connection with enforcement of such award. h. Assignment: Successors and Assigns. No party hereto may make any direct or indirect assignment or subcontracting of this Consulting Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other parties hereto. This Consulting Agreement shall inure to the beneﬁt of and be binding upon the parties hereto and their respective heirs, personal representatives, executors, legal representatives, successors and permitted assigns. i. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Consulting Agreement shall not affectt h t h 816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 13/1816/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 14/18the enforceability of the remaining portions of this Consulting Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Consulting Agreement shall be declared invalid by a court of competent jurisdiction, then this Consulting Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted. j. Enforcement. The failure of any party hereto to insist in one or more instances on performance by another party hereto of any obligation, condition or other term of this Consulting Agreement in strict accordance with the provisions hereof shall not be construed as a waiver of any right granted hereunder or of the future performance of any obligation, condition or other term of this Consulting Agreement in strict accordance with the provisions hereof, and no waiver with respect thereto shall be effective unless contained in a writing signed by or on behalf of the waiving party. The remedies in this Consulting Agreement shall be cumulative and are not exclusive of any other remedies provided by law. k. Counterparts; Facsimile. This Consulting Agreement may be executed in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. Any signature page delivered by facsimile or PDF signature shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto. [Signature page follows.] 916/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 15/18IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement as of the date ﬁrst above written. /s/ Richard Rosenstein____________________ Richard Rosenstein (Consultant) ACACIA RESEARCH CORPORATION By: /s/ Martin McNulty Name: Martin D. McNulty Jr. Title: Chief Executive Ofﬁcer Rosenstein Consulting Agreement Signature Page16/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 16/18EXHIBIT A FORM OF RELEASE In consideration of the covenants undertaken in the Consulting Agreement (the “Agreement”), effective as of January 28, 2023 by and between Acacia Research Corporation (the “Company”) and Richard Rosenstein (the “Consultant”), including, without limitation, the payments and beneﬁts described in the Agreement, each of the Company and the Consultant hereby waives, releases and forever discharges the other party and any of the other party’s past and present predecessors, parents, subsidiaries, afﬁliates, and related companies, including, but not limited to, Acacia Research Group LLC (collectively, all of the foregoing, the “Party Afﬁliates”), and all of the parties’ and the Party Afﬁliates’ respective past and present parents, subsidiaries and afﬁliates and all of their past and present employees, directors, ofﬁcers, members, partners, principals, attorneys, representatives, insurers, agents, shareholders, successors, and assigns (individually and collectively, the “Releasees”) from and with respect to any and all legally waivable claims, liabilities, obligations, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which either party now has, or ever had, against the other party based upon or arising from any fact or set of facts, whether known or unknown to the Company or the Consultant, as the case may be, from the beginning of time until the expiration of the Term. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by the Consultant against the Company or any of the Releasees and/or based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the Americans With Disabilities Act, as amended (42 U.S.C. section 12101, et seq.); 42 U.S.C. sections 1981 and 1983; the New York State Human Rights Law (NYSHRL), the New York Labor Law (NYLL) (including but not limited to the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notiﬁcation Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York Civil Rights Law, Section 125 of the New York Workers\\' Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and the New York City Earned Sick Leave Law (NYCESLL), State wage and hour laws; or any other State, Federal or local statutes or laws. Employee further acknowledges that such Claims also include claims based on the Age Discrimination in Employment Act, as amended (29 U.S.C. section 621, et seq.) (the “ADEA”) and the Older Workers Beneﬁt Protection Act (29 U.S.C. §626(f)), as amended (the “OWBPA”), including all amendments thereto. The release, waiver, and discharge hereunder also covers any claim for any salary, bonus, severance beneﬁts, separation pay, or other post-employment payments of any type, whether based on the Amended and Restated Employment Agreement by and between Acacia Research Group LLC and the Consultant, dated as of June 4, 2020, or otherwise, except for the Fees described the Agreement and for Executive’s rights with respect to the Continuing Equity Awards (as deﬁned in Section 3(c) of the Agreement). The provisions of this release do not release claims that cannot be released as a matter of law. Notwithstanding the generality of the foregoing, nothing in this Consulting Agreement constitutes a release or waiver by the Consultant or the Company of: (i) any claim or right that may arise after the expiration of the Term of this Consulting Agreement; (ii) any claim or right the Consultant or the Company may have under this Consulting Agreement; (iii) any vested beneﬁts due to the Consultant pursuant to the terms and conditions of any Company employee beneﬁt plan in which the Consultant was a participant on or prior to the Effective Date; and (iv) any claim or right the Consultant or, to the extent applicable, the Company may have pursuant to indemniﬁcation, advancement, defense or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, the Company’s amended and restated by-laws as amended or applicable law. Each of the Consultant and the Company represents and afﬁrms that (i) neither it nor any person, organization or entity acting on its behalf has commenced, maintained, prosecuted, or participated in any complaint, claim or action against the other party and/or its Releasees, in any court or before any administrative, investigative or arbitral body or agency, (ii) that to the best of the Consultant’s or the Company’s knowledge and belief, there is no outstanding claim or demand for relief against the other16/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 17/18party and/or or its Releasees by it or any person, organization, or entity acting on its behalf, and (iii) that neither it nor any person, organization or entity acting on its behalf will commence, maintain, prosecute or participate in any complaint, claim of any nature or description or action, against the other party or any of its Releasees for any claim released herein in any court or before any court or arbitral body. Notwithstanding the foregoing, this release does not extend to those rights, which as a matter of law cannot be waived.16/04/2025, 06:57 Document https://mcc.law.stanford.edu/capi/ﬁle/1038500 18/18" }, { "role": "assistant", "content": "{\"clause_text\": \"Confidentiality terms extend for 24 months post-employment.\", \"clause_type\": \"Confidentiality\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Common in contractual standards; enforceable under IP and NDAs.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.2 3 d486346dex102.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT As Amended and Restated as of March 17, 2023 THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is entered into as of the 17th day of March, 2023, among Life Storage, Inc., a Maryland corporation and Life Storage LP, a Delaware limited partnership (the “Corporation” or the “Partnership”, respectively and collectively, and each of their successors, the “Company”), and Alexander Gress (the “Executive”). W I T N E S S E T H: WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated as of January 2, 2023 (the “Existing Employment Agreement”); WHEREAS, the Executive is and has been a valuable executive of the Company and an integral part of its management team; and WHEREAS, the Company and the Executive desire to amend and restate the Existing Employment Agreement in its entirety to set forth the terms and conditions of the Executive’s continued employment with the Company. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as Chief Financial Officer of the Company, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth. (b) During the term of this Employment Agreement, the Executive shall be and have the title of Chief Financial Officer of the Company and shall devote his entire business time and all reasonable efforts to his employment in that capacity with such other duties as may be reasonably requested from time to time by the Board of Directors of the Company, which duties shall be consistent with such position. For service as an officer and employee of the Company, the Company agrees that the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Articles of Incorporation and By-laws of the Corporation (including the provisions for advances), as the same may be amended from time to time. 2. Compensation. The Company will pay the Executive the salary and bonus and provide the benefits set forth in Exhibit A to this Employment Agreement. 3. Term. This Employment Agreement shall have a continuous term until terminated as provided in Section 4.16/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 1/144. Termination. (a) Death or Retirement. This Employment Agreement will terminate upon the Executive’s death or retirement. (b) Disability. The Company may terminate this Employment Agreement upon at least thirty (30) days’ written notice in the event of the Executive’s “disability.” For purposes of this Employment Agreement, the Executive’s “disability” shall be deemed to have occurred only after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after one hundred twenty (120) consecutive days, during which one hundred fifty (150) or one hundred twenty (120) days, as the case may be, the Executive, by reason of his physical or mental disability or illness, shall have been unable to substantially discharge his duties under this Employment Agreement. The date of disability shall be such one hundred fiftieth (150th) or one hundred twentieth (120th) day, as the case may be. In the event either the Company or the Executive, after receipt of notice of the Executive’s disability from the other, disputes whether the Executive’s disability shall have occurred, the Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Buffalo, New York area and, unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such permanent disability shall be deemed to have occurred. (c) Cause. The Company may terminate this Employment Agreement for “cause.” For purposes of this Employment Agreement, “cause” shall mean: (i) The Executive’s fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executive’s willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; (ii) The Executive’s material breach of any material provision of this Employment Agreement which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive; or (iii) The Executive’s commission of an act of moral turpitude, dishonesty or fraud which would in the good faith determination of the Board of Directors of the Corporation (the “Board”) render his continued employment materially damaging or detrimental to the Company. (d) Termination Without Cause. The Company may terminate this Employment Agreement without Cause by notifying the Executive in writing of its election to terminate at least thirty (30) days before the effective date of termination. The Executive may, on written notice to the Company, accelerate the effective date of termination to any other date of his choosing up to the date of notice of acceleration. 216/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 2/14(e) Termination for Good Reason. The Executive may terminate this Employment Agreement for “Good Reason,” which shall mean the occurrence of one or more of the following events without his consent; provided that, in the case of events described in (i), (ii), (iii) or (iv), the Executive shall give the Company a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Company takes appropriate corrective action: “Good Reason” shall exist if: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in this Employment Agreement or changes his title or position; (ii) the Executive’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Williamsville, New York; (iii) the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; (iv) there occurs a material breach by the Company of any of its obligations under this Employment Agreement; or (v) the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). In the case of events described in (i), (ii), (iii) or (iv), the Company shall have thirty (30) days from the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action (the “Cure Period”). If the Company does not cure the Good Reason during such Cure Period, the Good Reason will be deemed to have occurred at the end of the Cure Period, and the Executive must resign within the thirty (30)-day period following the end of such Cure Period. (f) Termination By Mutual Agreement. This Employment Agreement may be terminated by mutual agreement of the Company and the Executive. (g) Resignation. The Executive may terminate this Employment Agreement at any time with sixty (60) days’ written notice to the Company, and the Company may accelerate the effective date of termination to any other date up to the date of notice of acceleration. (h) Payment of Compensation Due. Regardless of how the Executive’s employment is terminated, (i) the Company will pay the Executive, on the effective date of termination or, if permitted by applicable law, as soon as administratively feasible following the effective date of termination, but in any event within fifteen (15) days thereafter, any accrued but unpaid salary through the date of the Executive’s effective date of termination, any accrued but unused vacation, any earned but unpaid bonus, and reimbursement of expenses incurred by the Executive through the date of termination but not yet paid to the Executive; and (ii) additionally, the Executive shall receive any other compensation or benefits that have vested through the effective date of termination or to which the Executive may be entitled in accordance with the applicable terms and conditions of each grant, award or plan. 316/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 3/145. Severance Payments. (a) Termination Without Cause or for Good Reason. The Company will make the severance payments specified in Section 5(b) below if this Employment Agreement is terminated pursuant to Sections 4(d) (without Cause) or 4(e) (for Good Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be continued for a period of thirty (30) months after termination of employment upon substantially the same terms as provided to the Executive (and the Executive’s eligible dependents) immediately before the Executive’s Separation from Service (including with respect to subsidization of the premiums by the Company); provided, however, that this continuation is not intended to reduce the amount of time that the Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and comparable state law, except that the Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable maximum COBRA period is eighteen (18) months, then following the Executive’s coverage hereunder, the Executive shall be entitled to no further COBRA coverage under the Company’s group health plans). Notwithstanding the foregoing, in the event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of such employee health and welfare benefits or would give rise to penalties, the Company shall arrange to provide the Executive (and the Executive’s eligible dependents) with benefits substantially similar to those which the Executive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of such substantially similar benefits (with such lump sum payment to be made within sixty (60) days following the Executive’s Separation from Service, or if later, within sixty (60) days following a determination that such continued coverage is not possible or would give rise to penalties). (b) Severance. (i) Non-Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) prior to, or more than two years after, a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to two (2) times the sum of: (1) the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus (2) the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service (provided, that for purposes of this Employment Agreement, the bonus deemed earned for the 2022 calendar year and paid in 2023 shall be $675,000) (collectively, the “Non-Change in Control Severance”). 416/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 4/14(ii) Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) at the time of or within two years after a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to the sum of: (1)two and a half (2.5) times the sum of: A. the greater of: i. the Executive’s annual base salary in effect immediately prior to the first to occur of a Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, or ii. the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus B. the greater of: i. the bonus earned with respect to the calendar year immediately prior to the first to occur of a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company that has been paid or would have been paid in the year of the Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, as applicable (provided, that for purposes of this Employment Agreement, the bonus deemed earned for the 2022 calendar year and paid in 2023 shall be $675,000), or ii. the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service that has been paid or would have otherwise been paid for the year of the Executive’s Separation from Service had the Executive’s employment not been terminated (such greater amount pursuant to this subsection (B), the “Bonus Amount”); and, 516/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 5/14(2) an amount equal to (A) the Bonus Amount, multiplied by (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first day of the calendar year in which the Separation from Service occurred (for the avoidance of doubt, including the day of the Executive’s Separation from Service), and the denominator of which is the number of total days in the calendar year. (c) Severance Payments Without Change in Control. Except as set forth in Section 5(d) below, the severance payable pursuant to Section 5(b)(i) shall be paid in thirty (30) equal monthly payments, each in an amount equal to 1/30th of the aggregate amount of the severance payments. The thirty (30) monthly payments described in the preceding sentence shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The first six monthly payments shall be paid to the Executive in a lump sum within 30 days following his Separation from Service. The remaining twenty-four (24) monthly payments shall be paid to the Executive in twenty-four (24) separate payments on the first day of twenty-four (24) successive calendar months, with the first payment occurring on the first day of the seventh calendar month beginning after the date of the Executive’s Separation from Service. The parties affirm that it is their intent that the first six monthly payments be excluded from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of the “short-term deferral” rule set forth at Treasury Regulation §1.409A-1(b)(4). (d) Severance Payments With Change in Control. (i) Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Section 409A Change in Control of the Company has occurred, or if a Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments, the Executive shall receive the applicable severance payments specified in Section 5(b)(ii) (or the remaining balance thereof) in a lump sum. The lump sum shall be paid within thirty (30) days after the effective date of the Executive’s Separation from Service or, if the Section 409A Change in Control occurs after the Executive’s Separation from Service, within thirty (30) days after such Section 409A Change in Control. Notwithstanding the foregoing, the applicable severance payments specified in Section 5(b)(ii) shall not be paid to the Executive (except for the lump sum equal to six monthly payments provided in the third sentence of Section 5(c)) before the day following the six (6)-month anniversary of the Executive’s Separation from Service unless the Executive shall have received an opinion of counsel satisfactory to the Executive that payment before that date will not be a violation of Code Section 409A(a)(2)(B)(i) (concerning the six (6)-month delay rule). In the event that the Executive shall fail to obtain such an opinion of counsel, the Company or its successor shall, within thirty (30) days after the later of the Executive’s Separation from Service or the Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive in a lump sum on the day following the six (6)-month anniversary of the Executive’s Separation from Service. 616/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 6/14(ii) Non-Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Non-Section 409A Change in Control of the Company has occurred, or if a Non-Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments to the Executive pursuant to Section 5(b) and 5(c), the Company or its successor shall, within thirty (30) days after the Non-Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive from the trust in accordance with the original payment schedule under Section 5(c). (e) Reimbursement of Legal Fees and Expenses. The Company shall also reimburse the Executive (promptly upon documented request), the amount of all legal fees and expenses reasonably incurred by the Executive in connection with any good faith claim for severance compensation hereunder, including all such fees and expenses incurred in contesting or disputing, by arbitration or otherwise, any such termination or in seeking to obtain or enforce any right or benefit provided by this Employment Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. (f) No Obligation to Mitigate Damages. The Executive shall be under no obligation to mitigate damages with respect to termination and in the event the Executive is employed or receives income from any other source there shall be no offset therefor against the amounts due from the Company hereunder. (g) Section 280G – Best After Tax Result. In the event that any payment or benefit received or to be received by the Executive pursuant to this Employment Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 5(g), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local of foreign excise tax (the “Excise Tax”), then such Payments shall be either (A) provided in full pursuant to the terms of this Employment Agreement or any other applicable plan, program, agreement or arrangement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (the “Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including without limitation, any interest or penalties on such taxes), results in the receipt by the Executive, on an after tax-basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. In the event of a reduction of Payments, the Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. 716/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 7/146. Covenants and Confidential Information. (a) The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company: (i) During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. (ii) During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company’s operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. (b) The Executive agrees and understands that the remedy at law for any breach by him/her of this Section 6 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 6, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. (c) The Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 6, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive. 816/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 8/147. Miscellaneous. (a) The Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether of employment or otherwise, which would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Employment Agreement. (b) The provisions of this Employment Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. (c) Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company must, within ten (10) days after the Executive’s request, furnish its written assurance that it is bound to perform this Employment Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. (d) Any controversy or claim arising out of or relating to this Employment Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association then pertaining in the City of Buffalo, New York, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitrator or arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration; provided, however, that nothing in this Section 7(d) shall be construed so as to deny the Company the right and power to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by the Executive of any of his covenants contained in Section 6 hereof. (e) Any notice to be given under this Employment Agreement shall be personally delivered in writing or shall have been deemed duly given when received after it is posted in the United States mail, postage prepaid, registered or certified, return receipt requested, and if mailed to the Company, shall be addressed to the principal place of business of the Corporation and the Partnership, attention: Chief Executive Officer, and if mailed to the Executive, shall be addressed to him at his home address last known on the records of the Company, or at such other address or addresses as either the Company or the Executive may hereafter designate in writing to the other. (f) The failure of either party to enforce any provision or provisions of this Employment Agreement shall not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party thereafter from enforcing each and every other provision of this Employment Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party’s right to assert all other legal remedies available to it under the circumstances. (g) This Employment Agreement supersedes any prior agreements and understandings between the parties and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. 916/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 9/14(h) This Employment Agreement shall be governed by and construed according to the laws of the State of New York. (i) Captions and paragraph headings used herein are for convenience and are not a part of this Employment Agreement and shall not be used in construing it. 8. Code Section 409A Matters. (a) Definitions. The following terms shall have the following meanings when used in this Employment Agreement: (i) “Separation from Service” shall have the meaning provided at Treas. Reg. §1.409A-1(h). (ii) “Section 409A Change in Control” shall mean a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5). (iii) “Non-Section 409A Change in Control” For the purposes of this Employment Agreement, a “Non-Section 409A Change in Control” shall be deemed to have occurred if any of the following have occurred: (1) either (A) the Corporation shall receive a report on Schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) disclosing that any person (as such term is used in Section 13(d) of the 1934 Act) (“Person”), is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Company or (B) the Company has actual knowledge of facts which would require any Person to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the 1934 Act) disclosing that such Person is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation; (2) purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or an employee benefit plan sponsored or maintained by the Company or a wholly-owned subsidiary of the Company, of shares pursuant to a tender or exchange offer to acquire any stock of the Corporation (or securities, including units of limited partnership interests, convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock); 1016/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 10/14(3) approval by the shareholders of the Corporation of (A) any consolidation or merger of, or other business combination involving, the Corporation in which the Corporation is not to be the continuing or surviving entity or pursuant to which shares of stock of the Corporation would be converted into cash, securities or other property, other than a consolidation or merger or business combination of the Corporation in which holders of its stock immediately prior to the consolidation or merger or business combination have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or business combination as immediately before, or (B) any consolidation or merger or business combination in which the Corporation is the continuing or surviving corporation but in which the common shareholders of the Corporation immediately prior to the consolidation or merger or business combination do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation (except where such holders of common stock hold at least a majority of the common stock of the corporation which owns all of the common stock of the Corporation), or (C) any sale, lease, exchange or other transfer by operation of law or otherwise (in one transaction or a series of related transactions) of all or substantially all the assets of the Corporation or the Partnership; (4) a change in the majority of the members of the Board within a twenty-four (24)-month period unless the election or nomination for election by the Corporation shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the twenty-four (24)-month period; or (5) more than fifty percent (50%) of the assets of the Corporation or the Partnership are sold, transferred or otherwise disposed of, whether by operation of law or otherwise, other than in the usual and ordinary course of its business. (b) Rule Governing Payment Dates. In any case where this Employment Agreement requires the payment of an amount during a period of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs. (c) Compliance with Section 409A. This Employment Agreement is intended not to trigger additional taxes and penalties under Section 409A of the Code and the final Treasury Regulations promulgated thereunder, whether by reason of the form or the operation of this Employment Agreement. The Employment Agreement shall at all times be interpreted, construed, and administered so as to avoid insofar as possible the imposition of excise taxes and other penalties under Section 409A of the Code. If any provision of this Employment Agreement would trigger additional taxes and penalties under Section 409A of the Code and the final Regulations promulgated thereunder, such provision shall to the extent legally permissible be applied in a manner that most nearly accomplishes its objective without triggering such additional taxes and penalties. (d) Delay Period. Notwithstanding anything in this Employment Agreement to the contrary, to the extent (i) any payments or benefits to which the Executive becomes entitled under this Employment Agreement in connection with the Executive’s Separation from Service constitute deferred compensation subject to Section 409A of the Code and (i) the Executive is 1116/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 11/14deemed at the time of such Separation from Service to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service; or (B) the date of Executive’s death following such Separation from Service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum (without interest). (Remainder of page left intentionally blank) 1216/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 12/14IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the 17th day of March 2023. Executive’s Name/Signature By: /s/ Alexander Gress Name: Alexander Gress Title: Chief Financial Officer LIFE STORAGE, INC. By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer LIFE STORAGE LP By: LIFE STORAGE HOLDINGS INC. General Partner By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer Signature Page to Employment Agreement16/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 13/14EXHIBIT A 1. Compensation. During the term of the Employment Agreement, the Company shall pay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Section 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of THREE HUNDRED AND SEVENTY FIVE THOUSAND DOLLARS ($ 375,000.00) per annum, subject to such increase (but not decrease) as may be determined by the Board from time to time, based upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s Annual Incentive Compensation Plan for senior executives. The Company shall pay to the Executive incentive compensation, if any, which such Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), as determined by the Compensation Committee of the Board. (c) The Company shall provide to the Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Compensation Committee of the Board. (f) The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of the Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.16/04/2025, 06:58 EX-10.2 https://mcc.law.stanford.edu/capi/ﬁle/1029105 14/14" }, { "role": "assistant", "content": "{\"clause_text\": \"Employee shall work up to 50 hours per week based on project needs.\", \"clause_type\": \"Working Hours\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Exceeds maximum legal weekly working hours (45 hours).\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.1 2 d486346dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT As Amended and Restated as of March 17, 2023 THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is entered into as of the 17th day of March, 2023, among Life Storage, Inc., a Maryland corporation and Life Storage LP, a Delaware limited partnership (the “Corporation” or the “Partnership”, respectively and collectively, and each of their successors, the “Company”), and Joseph V. Saffire (the “Executive”). W I T N E S S E T H: WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated as of November 1, 2017 (as amended March 1, 2019) (the “Existing Employment Agreement”); WHEREAS, the Executive is and has been a valuable executive of the Company and an integral part of its management team; and WHEREAS, the Company and the Executive desire to amend and restate the Existing Employment Agreement in its entirety to set forth the terms and conditions of the Executive’s continued employment with the Company. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as Chief Executive Officer of the Company, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth. (b) During the term of this Employment Agreement, the Executive shall be and have the title of Chief Executive Officer of the Company and shall devote his entire business time and all reasonable efforts to his employment in that capacity with such other duties as may be reasonably requested from time to time by the Board of Directors of the Company, which duties shall be consistent with such position. For service as an officer and employee of the Company, the Company agrees that the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Articles of Incorporation and By-laws of the Corporation (including the provisions for advances), as the same may be amended from time to time. 2. Compensation. The Company will pay the Executive the salary and bonus and provide the benefits set forth in Exhibit A to this Employment Agreement.16/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 1/143. Term. This Employment Agreement shall have a continuous term until terminated as provided in Section 4. 4. Termination. (a) Death or Retirement. This Employment Agreement will terminate upon the Executive’s death or retirement. (b) Disability. The Company may terminate this Employment Agreement upon at least thirty (30) days’ written notice in the event of the Executive’s “disability.” For purposes of this Employment Agreement, the Executive’s “disability” shall be deemed to have occurred only after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after one hundred twenty (120) consecutive days, during which one hundred fifty (150) or one hundred twenty (120) days, as the case may be, the Executive, by reason of his physical or mental disability or illness, shall have been unable to substantially discharge his duties under this Employment Agreement. The date of disability shall be such one hundred fiftieth (150th) or one hundred twentieth (120th) day, as the case may be. In the event either the Company or the Executive, after receipt of notice of the Executive’s disability from the other, disputes whether the Executive’s disability shall have occurred, the Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Buffalo, New York area and, unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such permanent disability shall be deemed to have occurred. (c) Cause. The Company may terminate this Employment Agreement for “cause.” For purposes of this Employment Agreement, “cause” shall mean: (i) The Executive’s fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executive’s willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; (ii) The Executive’s material breach of any material provision of this Employment Agreement which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive; or (iii) The Executive’s commission of an act of moral turpitude, dishonesty or fraud which would in the good faith determination of the Board of Directors of the Corporation (the “Board”) render his continued employment materially damaging or detrimental to the Company. 216/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 2/14(d) Termination Without Cause. The Company may terminate this Employment Agreement without Cause by notifying the Executive in writing of its election to terminate at least thirty (30) days before the effective date of termination. The Executive may, on written notice to the Company, accelerate the effective date of termination to any other date of his choosing up to the date of notice of acceleration. (e) Termination for Good Reason. The Executive may terminate this Employment Agreement for “Good Reason,” which shall mean the occurrence of one or more of the following events without his consent; provided that, in the case of events described in (i), (ii), (iii) or (iv), the Executive shall give the Company a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Company takes appropriate corrective action: “Good Reason” shall exist if: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in this Employment Agreement or changes his title or position; (ii) the Executive’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Williamsville, New York; (iii) the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; (iv) there occurs a material breach by the Company of any of its obligations under this Employment Agreement; or (v) the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). In the case of events described in (i), (ii), (iii) or (iv), the Company shall have thirty (30) days from the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action (the “Cure Period”). If the Company does not cure the Good Reason during such Cure Period, the Good Reason will be deemed to have occurred at the end of the Cure Period, and the Executive must resign within the thirty (30)-day period following the end of such Cure Period. (f) Termination By Mutual Agreement. This Employment Agreement may be terminated by mutual agreement of the Company and the Executive. (g) Resignation. The Executive may terminate this Employment Agreement at any time with sixty (60) days’ written notice to the Company, and the Company may accelerate the effective date of termination to any other date up to the date of notice of acceleration. 316/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 3/14(h) Payment of Compensation Due. Regardless of how the Executive’s employment is terminated, (i) the Company will pay the Executive, on the effective date of termination or, if permitted by applicable law, as soon as administratively feasible following the effective date of termination, but in any event within fifteen (15) days thereafter, any accrued but unpaid salary through the date of the Executive’s effective date of termination, any accrued but unused vacation, any earned but unpaid bonus, and reimbursement of expenses incurred by the Executive through the date of termination but not yet paid to the Executive; and (ii) additionally, the Executive shall receive any other compensation or benefits that have vested through the effective date of termination or to which the Executive may be entitled in accordance with the applicable terms and conditions of each grant, award or plan. 5. Severance Payments. (a) Termination Without Cause or for Good Reason. The Company will make the severance payments specified in Section 5(b) below if this Employment Agreement is terminated pursuant to Sections 4(d) (without Cause) or 4(e) (for Good Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be continued for a period of thirty (30) months after termination of employment upon substantially the same terms as provided to the Executive (and the Executive’s eligible dependents) immediately before the Executive’s Separation from Service (including with respect to subsidization of the premiums by the Company); provided, however, that this continuation is not intended to reduce the amount of time that the Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and comparable state law, except that the Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable maximum COBRA period is eighteen (18) months, then following the Executive’s coverage hereunder, the Executive shall be entitled to no further COBRA coverage under the Company’s group health plans). Notwithstanding the foregoing, in the event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of such employee health and welfare benefits or would give rise to penalties, the Company shall arrange to provide the Executive (and the Executive’s eligible dependents) with benefits substantially similar to those which the Executive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of such substantially similar benefits (with such lump sum payment to be made within sixty (60) days following the Executive’s Separation from Service, or if later, within sixty (60) days following a determination that such continued coverage is not possible or would give rise to penalties). (b) Severance. (i) Non-Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) prior to, or more than two years after, a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to two (2) times the sum of: (1) the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus 416/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 4/14(2) the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service (collectively, the “Non-Change in Control Severance”). (ii) Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) at the time of or within two years after a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to the sum of: (1)two and a half (2.5) times the sum of: A. the greater of: i. the Executive’s annual base salary in effect immediately prior to the first to occur of a Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, or ii. the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus B. the greater of: i. the bonus earned with respect to the calendar year immediately prior to the first to occur of a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company that has been paid or would have been paid in the year of the Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, as applicable, or ii. the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service that has been paid or would have otherwise been paid for the year of the Executive’s Separation from Service had the Executive’s employment not been terminated (such greater amount pursuant to this subsection (B), the “Bonus Amount”); and 516/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 5/14(2) an amount equal to (A) the Bonus Amount, multiplied by (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first day of the calendar year in which the Separation from Service occurred (for the avoidance of doubt, including the day of the Executive’s Separation from Service), and the denominator of which is the number of total days in the calendar year. (c) Severance Payments Without Change in Control. Except as set forth in Section 5(d) below, the severance payable pursuant to Section 5(b)(i) shall be paid in thirty (30) equal monthly payments, each in an amount equal to 1/30th of the aggregate amount of the severance payments. The thirty (30) monthly payments described in the preceding sentence shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The first six monthly payments shall be paid to the Executive in a lump sum within 30 days following his Separation from Service. The remaining twenty-four (24) monthly payments shall be paid to the Executive in twenty-four (24) separate payments on the first day of twenty-four (24) successive calendar months, with the first payment occurring on the first day of the seventh calendar month beginning after the date of the Executive’s Separation from Service. The parties affirm that it is their intent that the first six monthly payments be excluded from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of the “short-term deferral” rule set forth at Treasury Regulation §1.409A-1(b)(4). (d) Severance Payments With Change in Control. (i) Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Section 409A Change in Control of the Company has occurred, or if a Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments, the Executive shall receive the applicable severance payments specified in Section 5(b)(ii) (or the remaining balance thereof) in a lump sum. The lump sum shall be paid within thirty (30) days after the effective date of the Executive’s Separation from Service or, if the Section 409A Change in Control occurs after the Executive’s Separation from Service, within thirty (30) days after such Section 409A Change in Control. Notwithstanding the foregoing, the applicable severance payments specified in Section 5(b)(ii) shall not be paid to the Executive (except for the lump sum equal to six monthly payments provided in the third sentence of Section 5(c)) before the day following the six (6)-month anniversary of the Executive’s Separation from Service unless the Executive shall have received an opinion of counsel satisfactory to the Executive that payment before that date will not be a violation of Code Section 409A(a)(2)(B)(i) (concerning the six (6)-month delay rule). In the event that the Executive shall fail to obtain such an opinion of counsel, the Company or its successor shall, within thirty (30) days after the later of the Executive’s Separation from Service or the Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive in a lump sum on the day following the six (6)-month anniversary of the Executive’s Separation from Service. 616/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 6/14(ii) Non-Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Non-Section 409A Change in Control of the Company has occurred, or if a Non-Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments to the Executive pursuant to Section 5(b) and 5(c), the Company or its successor shall, within thirty (30) days after the Non-Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive from the trust in accordance with the original payment schedule under Section 5(c). (e) Reimbursement of Legal Fees and Expenses. The Company shall also reimburse the Executive (promptly upon documented request), the amount of all legal fees and expenses reasonably incurred by the Executive in connection with any good faith claim for severance compensation hereunder, including all such fees and expenses incurred in contesting or disputing, by arbitration or otherwise, any such termination or in seeking to obtain or enforce any right or benefit provided by this Employment Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. (f) No Obligation to Mitigate Damages. The Executive shall be under no obligation to mitigate damages with respect to termination and in the event the Executive is employed or receives income from any other source there shall be no offset therefor against the amounts due from the Company hereunder. (g) Section 280G – Best After Tax Result. In the event that any payment or benefit received or to be received by the Executive pursuant to this Employment Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 5(g), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local of foreign excise tax (the “Excise Tax”), then such Payments shall be either (A) provided in full pursuant to the terms of this Employment Agreement or any other applicable plan, program, agreement or arrangement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (the “Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including without limitation, any interest or penalties on such taxes), results in the receipt by the Executive, on an after tax-basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. In the event of a reduction of Payments, the Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. 716/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 7/146. Covenants and Confidential Information. (a) The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company: (i) During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. (ii) During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company’s operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. (b) The Executive agrees and understands that the remedy at law for any breach by him/her of this Section 6 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 6, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. 816/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 8/14(c) The Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 6, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive. 7. Miscellaneous. (a) The Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether of employment or otherwise, which would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Employment Agreement. (b) The provisions of this Employment Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. (c) Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company must, within ten (10) days after the Executive’s request, furnish its written assurance that it is bound to perform this Employment Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. (d) Any controversy or claim arising out of or relating to this Employment Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association then pertaining in the City of Buffalo, New York, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitrator or arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration; provided, however, that nothing in this Section 7(d) shall be construed so as to deny the Company the right and power to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by the Executive of any of his covenants contained in Section 6 hereof. (e) Any notice to be given under this Employment Agreement shall be personally delivered in writing or shall have been deemed duly given when received after it is posted in the United States mail, postage prepaid, registered or certified, return receipt requested, and if mailed to the Company, shall be addressed to the principal place of business of the Corporation and the Partnership, attention: Chief Executive Officer, and if mailed to the Executive, shall be addressed to him at his home address last known on the records of the Company, or at such other address or addresses as either the Company or the Executive may hereafter designate in writing to the other. (f) The failure of either party to enforce any provision or provisions of this Employment Agreement shall not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party thereafter from enforcing each and every other provision of this Employment Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party’s right to assert all other legal remedies available to it under the circumstances. 916/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 9/14(g) This Employment Agreement supersedes any prior agreements and understandings between the parties and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. (h) This Employment Agreement shall be governed by and construed according to the laws of the State of New York. (i) Captions and paragraph headings used herein are for convenience and are not a part of this Employment Agreement and shall not be used in construing it. 8. Code Section 409A Matters. (a) Definitions. The following terms shall have the following meanings when used in this Employment Agreement: (i) “Separation from Service” shall have the meaning provided at Treas. Reg. §1.409A-1(h). (ii) “Section 409A Change in Control” shall mean a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5). (iii) “Non-Section 409A Change in Control” For the purposes of this Employment Agreement, a “Non-Section 409A Change in Control” shall be deemed to have occurred if any of the following have occurred: (1) either (A) the Corporation shall receive a report on Schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) disclosing that any person (as such term is used in Section 13(d) of the 1934 Act) (“Person”), is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Company or (B) the Company has actual knowledge of facts which would require any Person to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the 1934 Act) disclosing that such Person is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation; (2) purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or an employee benefit plan sponsored or maintained by the Company or a wholly-owned subsidiary of the Company, of shares pursuant to a tender or exchange offer to acquire any stock of the Corporation (or securities, including units of limited partnership interests, convertible into stock) for cash, 1016/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 10/14securities or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock); (3) approval by the shareholders of the Corporation of (A) any consolidation or merger of, or other business combination involving, the Corporation in which the Corporation is not to be the continuing or surviving entity or pursuant to which shares of stock of the Corporation would be converted into cash, securities or other property, other than a consolidation or merger or business combination of the Corporation in which holders of its stock immediately prior to the consolidation or merger or business combination have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or business combination as immediately before, or (B) any consolidation or merger or business combination in which the Corporation is the continuing or surviving corporation but in which the common shareholders of the Corporation immediately prior to the consolidation or merger or business combination do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation (except where such holders of common stock hold at least a majority of the common stock of the corporation which owns all of the common stock of the Corporation), or (C) any sale, lease, exchange or other transfer by operation of law or otherwise (in one transaction or a series of related transactions) of all or substantially all the assets of the Corporation or the Partnership; (4) a change in the majority of the members of the Board within a twenty-four (24)-month period unless the election or nomination for election by the Corporation shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the twenty-four (24)-month period; or (5) more than fifty percent (50%) of the assets of the Corporation or the Partnership are sold, transferred or otherwise disposed of, whether by operation of law or otherwise, other than in the usual and ordinary course of its business. (b) Rule Governing Payment Dates. In any case where this Employment Agreement requires the payment of an amount during a period of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs. (c) Compliance with Section 409A. This Employment Agreement is intended not to trigger additional taxes and penalties under Section 409A of the Code and the final Treasury Regulations promulgated thereunder, whether by reason of the form or the operation of this Employment Agreement. The Employment Agreement shall at all times be interpreted, construed, and administered so as to avoid insofar as possible the imposition of excise taxes and other penalties under Section 409A of the Code. If any provision of this Employment Agreement would trigger additional taxes and penalties under Section 409A of the Code and the final Regulations promulgated thereunder, such provision shall to the extent legally permissible be applied in a manner that most nearly accomplishes its objective without triggering such additional taxes and penalties. 1116/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 11/14(d) Delay Period. Notwithstanding anything in this Employment Agreement to the contrary, to the extent (i) any payments or benefits to which the Executive becomes entitled under this Employment Agreement in connection with the Executive’s Separation from Service constitute deferred compensation subject to Section 409A of the Code and (i) the Executive is deemed at the time of such Separation from Service to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6)- month period measured from the date of Executive’s Separation from Service; or (B) the date of Executive’s death following such Separation from Service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum (without interest). (Remainder of page left intentionally blank) 1216/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 12/14IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the 17th day of March 2023. Executive’s Name/Signature By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer LIFE STORAGE, INC. By: /s/ Mark G. Barberio Name: Mark G. Barberio Title: Chairman LIFE STORAGE LP By: LIFE STORAGE HOLDINGS INC. General Partner By: /s/ Mark G. Barberio Name: Mark G. Barberio Title: Chairman Signature Page to Employment Agreement16/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 13/14EXHIBIT A 1. Compensation. During the term of the Employment Agreement, the Company shall pay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Section 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of SEVEN HUNDRED AND SEVENTY FIVE THOUSAND DOLLARS ($775,000.00) per annum, subject to such increase (but not decrease) as may be determined by the Board from time to time, based upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s Annual Incentive Compensation Plan for senior executives. The Company shall pay to the Executive incentive compensation, if any, which such Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), as determined by the Compensation Committee of the Board. (c) The Company shall provide to the Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Compensation Committee of the Board. (f) The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of the Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.16/04/2025, 06:58 EX-10.1 https://mcc.law.stanford.edu/capi/ﬁle/1029104 14/14" }, { "role": "assistant", "content": "{\"clause_text\": \"A probation period of 3 months applies.\", \"clause_type\": \"Probation\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Probationary terms within SL employment law scope.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.3 4 d486346dex103.htm EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT As Amended and Restated as of March 17, 2023 THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is entered into as of the 17th day of March, 2023, among Life Storage, Inc., a Maryland corporation and Life Storage LP, a Delaware limited partnership (the “Corporation” or the “Partnership”, respectively and collectively, and each of their successors, the “Company”), and David Dodman (the “Executive”). W I T N E S S E T H: WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated as of January 1, 2022 (the “Existing Employment Agreement”); WHEREAS, the Executive is and has been a valuable executive of the Company and an integral part of its management team; and WHEREAS, the Company and the Executive desire to amend and restate the Existing Employment Agreement in its entirety to set forth the terms and conditions of the Executive’s continued employment with the Company. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as Chief Operating Officer of the Company, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth. (b) During the term of this Employment Agreement, the Executive shall be and have the title of Chief Operating Officer of the Company and shall devote his entire business time and all reasonable efforts to his employment in that capacity with such other duties as may be reasonably requested from time to time by the Board of Directors of the Company, which duties shall be consistent with such position. For service as an officer and employee of the Company, the Company agrees that the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Articles of Incorporation and By-laws of the Corporation (including the provisions for advances), as the same may be amended from time to time. 2. Compensation. The Company will pay the Executive the salary and bonus and provide the benefits set forth in Exhibit A to this Employment Agreement. 3. Term. This Employment Agreement shall have a continuous term until terminated as provided in Section 4.16/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 1/144. Termination. (a) Death or Retirement. This Employment Agreement will terminate upon the Executive’s death or retirement. (b) Disability. The Company may terminate this Employment Agreement upon at least thirty (30) days’ written notice in the event of the Executive’s “disability.” For purposes of this Employment Agreement, the Executive’s “disability” shall be deemed to have occurred only after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after one hundred twenty (120) consecutive days, during which one hundred fifty (150) or one hundred twenty (120) days, as the case may be, the Executive, by reason of his physical or mental disability or illness, shall have been unable to substantially discharge his duties under this Employment Agreement. The date of disability shall be such one hundred fiftieth (150th) or one hundred twentieth (120th) day, as the case may be. In the event either the Company or the Executive, after receipt of notice of the Executive’s disability from the other, disputes whether the Executive’s disability shall have occurred, the Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Buffalo, New York area and, unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such permanent disability shall be deemed to have occurred. (c) Cause. The Company may terminate this Employment Agreement for “cause.” For purposes of this Employment Agreement, “cause” shall mean: (i) The Executive’s fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executive’s willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; (ii) The Executive’s material breach of any material provision of this Employment Agreement which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive; or (iii) The Executive’s commission of an act of moral turpitude, dishonesty or fraud which would in the good faith determination of the Board of Directors of the Corporation (the “Board”) render his continued employment materially damaging or detrimental to the Company. (d) Termination Without Cause. The Company may terminate this Employment Agreement without Cause by notifying the Executive in writing of its election to terminate at least thirty (30) days before the effective date of termination. The Executive may, on written notice to the Company, accelerate the effective date of termination to any other date of his choosing up to the date of notice of acceleration. 216/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 2/14(e) Termination for Good Reason. The Executive may terminate this Employment Agreement for “Good Reason,” which shall mean the occurrence of one or more of the following events without his consent; provided that, in the case of events described in (i), (ii), (iii) or (iv), the Executive shall give the Company a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Company takes appropriate corrective action: “Good Reason” shall exist if: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in this Employment Agreement or changes his title or position; (ii) the Executive’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Williamsville, New York; (iii) the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; (iv) there occurs a material breach by the Company of any of its obligations under this Employment Agreement; or (v) the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). In the case of events described in (i), (ii), (iii) or (iv), the Company shall have thirty (30) days from the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action (the “Cure Period”). If the Company does not cure the Good Reason during such Cure Period, the Good Reason will be deemed to have occurred at the end of the Cure Period, and the Executive must resign within the thirty (30)-day period following the end of such Cure Period. (f) Termination By Mutual Agreement. This Employment Agreement may be terminated by mutual agreement of the Company and the Executive. (g) Resignation. The Executive may terminate this Employment Agreement at any time with sixty (60) days’ written notice to the Company, and the Company may accelerate the effective date of termination to any other date up to the date of notice of acceleration. (h) Payment of Compensation Due. Regardless of how the Executive’s employment is terminated, (i) the Company will pay the Executive, on the effective date of termination or, if permitted by applicable law, as soon as administratively feasible following the effective date of termination, but in any event within fifteen (15) days thereafter, any accrued but unpaid salary through the date of the Executive’s effective date of termination, any accrued but unused vacation, any earned but unpaid bonus, and reimbursement of expenses incurred by the Executive through the date of termination but not yet paid to the Executive; and (ii) additionally, the Executive shall receive any other compensation or benefits that have vested through the effective date of termination or to which the Executive may be entitled in accordance with the applicable terms and conditions of each grant, award or plan. 316/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 3/145. Severance Payments. (a) Termination Without Cause or for Good Reason. The Company will make the severance payments specified in Section 5(b) below if this Employment Agreement is terminated pursuant to Sections 4(d) (without Cause) or 4(e) (for Good Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be continued for a period of thirty (30) months after termination of employment upon substantially the same terms as provided to the Executive (and the Executive’s eligible dependents) immediately before the Executive’s Separation from Service (including with respect to subsidization of the premiums by the Company); provided, however, that this continuation is not intended to reduce the amount of time that the Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and comparable state law, except that the Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable maximum COBRA period is eighteen (18) months, then following the Executive’s coverage hereunder, the Executive shall be entitled to no further COBRA coverage under the Company’s group health plans). Notwithstanding the foregoing, in the event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of such employee health and welfare benefits or would give rise to penalties, the Company shall arrange to provide the Executive (and the Executive’s eligible dependents) with benefits substantially similar to those which the Executive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of such substantially similar benefits (with such lump sum payment to be made within sixty (60) days following the Executive’s Separation from Service, or if later, within sixty (60) days following a determination that such continued coverage is not possible or would give rise to penalties). (b) Severance. (i) Non-Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) prior to, or more than two years after, a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to two (2) times the sum of: (1) the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus (2) the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service (collectively, the “Non-Change in Control Severance”). 416/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 4/14(ii) Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) at the time of or within two years after a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to the sum of: (1)two and a half (2.5) times the sum of: A. the greater of: i. the Executive’s annual base salary in effect immediately prior to the first to occur of a Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, or ii. the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus B. the greater of: i. the bonus earned with respect to the calendar year immediately prior to the first to occur of a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company that has been paid or would have been paid in the year of the Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, as applicable, or ii. the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service that has been paid or would have otherwise been paid for the year of the Executive’s Separation from Service had the Executive’s employment not been terminated (such greater amount pursuant to this subsection (B), the “Bonus Amount”); and (2) an amount equal to (A) the Bonus Amount, multiplied by (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first day of the calendar year in which the Separation from Service occurred (for the avoidance of doubt, including the day of the Executive’s Separation from Service), and the denominator of which is the number of total days in the calendar year. 516/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 5/14(c) Severance Payments Without Change in Control. Except as set forth in Section 5(d) below, the severance payable pursuant to Section 5(b)(i) shall be paid in thirty (30) equal monthly payments, each in an amount equal to 1/30th of the aggregate amount of the severance payments. The thirty (30) monthly payments described in the preceding sentence shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The first six monthly payments shall be paid to the Executive in a lump sum within 30 days following his Separation from Service. The remaining twenty-four (24) monthly payments shall be paid to the Executive in twenty-four (24) separate payments on the first day of twenty-four (24) successive calendar months, with the first payment occurring on the first day of the seventh calendar month beginning after the date of the Executive’s Separation from Service. The parties affirm that it is their intent that the first six monthly payments be excluded from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of the “short-term deferral” rule set forth at Treasury Regulation §1.409A-1(b)(4). (d) Severance Payments With Change in Control. (i) Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Section 409A Change in Control of the Company has occurred, or if a Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments, the Executive shall receive the applicable severance payments specified in Section 5(b)(ii) (or the remaining balance thereof) in a lump sum. The lump sum shall be paid within thirty (30) days after the effective date of the Executive’s Separation from Service or, if the Section 409A Change in Control occurs after the Executive’s Separation from Service, within thirty (30) days after such Section 409A Change in Control. Notwithstanding the foregoing, the applicable severance payments specified in Section 5(b)(ii) shall not be paid to the Executive (except for the lump sum equal to six monthly payments provided in the third sentence of Section 5(c)) before the day following the six (6)-month anniversary of the Executive’s Separation from Service unless the Executive shall have received an opinion of counsel satisfactory to the Executive that payment before that date will not be a violation of Code Section 409A(a)(2)(B)(i) (concerning the six (6)-month delay rule). In the event that the Executive shall fail to obtain such an opinion of counsel, the Company or its successor shall, within thirty (30) days after the later of the Executive’s Separation from Service or the Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive in a lump sum on the day following the six (6)-month anniversary of the Executive’s Separation from Service. 616/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 6/14(ii) Non-Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Non-Section 409A Change in Control of the Company has occurred, or if a Non-Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments to the Executive pursuant to Section 5(b) and 5(c), the Company or its successor shall, within thirty (30) days after the Non-Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive from the trust in accordance with the original payment schedule under Section 5(c). (e) Reimbursement of Legal Fees and Expenses. The Company shall also reimburse the Executive (promptly upon documented request), the amount of all legal fees and expenses reasonably incurred by the Executive in connection with any good faith claim for severance compensation hereunder, including all such fees and expenses incurred in contesting or disputing, by arbitration or otherwise, any such termination or in seeking to obtain or enforce any right or benefit provided by this Employment Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. (f) No Obligation to Mitigate Damages. The Executive shall be under no obligation to mitigate damages with respect to termination and in the event the Executive is employed or receives income from any other source there shall be no offset therefor against the amounts due from the Company hereunder. (g) Section 280G – Best After Tax Result. In the event that any payment or benefit received or to be received by the Executive pursuant to this Employment Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 5(g), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local of foreign excise tax (the “Excise Tax”), then such Payments shall be either (A) provided in full pursuant to the terms of this Employment Agreement or any other applicable plan, program, agreement or arrangement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (the “Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including without limitation, any interest or penalties on such taxes), results in the receipt by the Executive, on an after tax-basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. In the event of a reduction of Payments, the Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. 716/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 7/146. Covenants and Confidential Information. (a) The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company: (i) During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. (ii) During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company’s operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. (b) The Executive agrees and understands that the remedy at law for any breach by him/her of this Section 6 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 6, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. (c) The Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 6, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive. 816/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 8/147. Miscellaneous. (a) The Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether of employment or otherwise, which would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Employment Agreement. (b) The provisions of this Employment Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. (c) Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company must, within ten (10) days after the Executive’s request, furnish its written assurance that it is bound to perform this Employment Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. (d) Any controversy or claim arising out of or relating to this Employment Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association then pertaining in the City of Buffalo, New York, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitrator or arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration; provided, however, that nothing in this Section 7(d) shall be construed so as to deny the Company the right and power to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by the Executive of any of his covenants contained in Section 6 hereof. (e) Any notice to be given under this Employment Agreement shall be personally delivered in writing or shall have been deemed duly given when received after it is posted in the United States mail, postage prepaid, registered or certified, return receipt requested, and if mailed to the Company, shall be addressed to the principal place of business of the Corporation and the Partnership, attention: Chief Executive Officer, and if mailed to the Executive, shall be addressed to him at his home address last known on the records of the Company, or at such other address or addresses as either the Company or the Executive may hereafter designate in writing to the other. (f) The failure of either party to enforce any provision or provisions of this Employment Agreement shall not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party thereafter from enforcing each and every other provision of this Employment Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party’s right to assert all other legal remedies available to it under the circumstances. (g) This Employment Agreement supersedes any prior agreements and understandings between the parties and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. 916/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 9/14(h) This Employment Agreement shall be governed by and construed according to the laws of the State of New York. (i) Captions and paragraph headings used herein are for convenience and are not a part of this Employment Agreement and shall not be used in construing it. 8. Code Section 409A Matters. (a) Definitions. The following terms shall have the following meanings when used in this Employment Agreement: (i) “Separation from Service” shall have the meaning provided at Treas. Reg. §1.409A-1(h). (ii) “Section 409A Change in Control” shall mean a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5). (iii) “Non-Section 409A Change in Control” For the purposes of this Employment Agreement, a “Non-Section 409A Change in Control” shall be deemed to have occurred if any of the following have occurred: (1) either (A) the Corporation shall receive a report on Schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) disclosing that any person (as such term is used in Section 13(d) of the 1934 Act) (“Person”), is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Company or (B) the Company has actual knowledge of facts which would require any Person to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the 1934 Act) disclosing that such Person is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation; (2) purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or an employee benefit plan sponsored or maintained by the Company or a wholly-owned subsidiary of the Company, of shares pursuant to a tender or exchange offer to acquire any stock of the Corporation (or securities, including units of limited partnership interests, convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock); 1016/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 10/14(3) approval by the shareholders of the Corporation of (A) any consolidation or merger of, or other business combination involving, the Corporation in which the Corporation is not to be the continuing or surviving entity or pursuant to which shares of stock of the Corporation would be converted into cash, securities or other property, other than a consolidation or merger or business combination of the Corporation in which holders of its stock immediately prior to the consolidation or merger or business combination have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or business combination as immediately before, or (B) any consolidation or merger or business combination in which the Corporation is the continuing or surviving corporation but in which the common shareholders of the Corporation immediately prior to the consolidation or merger or business combination do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation (except where such holders of common stock hold at least a majority of the common stock of the corporation which owns all of the common stock of the Corporation), or (C) any sale, lease, exchange or other transfer by operation of law or otherwise (in one transaction or a series of related transactions) of all or substantially all the assets of the Corporation or the Partnership; (4) a change in the majority of the members of the Board within a twenty-four (24)-month period unless the election or nomination for election by the Corporation shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the twenty-four (24)-month period; or (5) more than fifty percent (50%) of the assets of the Corporation or the Partnership are sold, transferred or otherwise disposed of, whether by operation of law or otherwise, other than in the usual and ordinary course of its business. (b) Rule Governing Payment Dates. In any case where this Employment Agreement requires the payment of an amount during a period of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs. (c) Compliance with Section 409A. This Employment Agreement is intended not to trigger additional taxes and penalties under Section 409A of the Code and the final Treasury Regulations promulgated thereunder, whether by reason of the form or the operation of this Employment Agreement. The Employment Agreement shall at all times be interpreted, construed, and administered so as to avoid insofar as possible the imposition of excise taxes and other penalties under Section 409A of the Code. If any provision of this Employment Agreement would trigger additional taxes and penalties under Section 409A of the Code and the final Regulations promulgated thereunder, such provision shall to the extent legally permissible be applied in a manner that most nearly accomplishes its objective without triggering such additional taxes and penalties. (d) Delay Period. Notwithstanding anything in this Employment Agreement to the contrary, to the extent (i) any payments or benefits to which the Executive becomes entitled under this Employment Agreement in connection with the Executive’s Separation from Service constitute deferred compensation subject to Section 409A of the Code and (i) the Executive is 1116/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 11/14deemed at the time of such Separation from Service to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service; or (B) the date of Executive’s death following such Separation from Service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum (without interest). (Remainder of page left intentionally blank) 1216/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 12/14IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the 17th day of March 2023. Executive’s Name/Signature By: /s/ David Dodman Name: David Dodman Title: Chief Operating Officer LIFE STORAGE, INC. By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer LIFE STORAGE LP By: LIFE STORAGE HOLDINGS INC. General Partner By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer Signature Page to Employment Agreement16/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 13/14EXHIBIT A 1. Compensation. During the term of the Employment Agreement, the Company shall pay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Section 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) per annum, subject to such increase (but not decrease) as may be determined by the Board from time to time, based upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s Annual Incentive Compensation Plan for senior executives. The Company shall pay to the Executive incentive compensation, if any, which such Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), as determined by the Compensation Committee of the Board. (c) The Company shall provide to the Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Compensation Committee of the Board. (f) The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of the Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.16/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 14/14" }, { "role": "assistant", "content": "{\"clause_text\": \"The employee is required to relocate and will receive full relocation support.\", \"clause_type\": \"Relocation\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Employer-funded relocation is legally and ethically standard.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into as of 1st May 2025 , by and between: Company : NextNode Technologies (Private) Limited , a company duly incorporated under the laws of Sri Lanka with its registered office at No. 22, Park Avenue, Nugegoda, Sri Lanka (hereinafter referred to as the “Company”); And Employee : Mr. Ranuka Sanjeewa , of No. 154/2, Kaduwela Road, Malabe, holding NIC No. 200125500899 (hereinafter referred to as the “Employee”). 1. Position and Scope of Work The Company hereby employs the Employee in the capacity of Software Engineer , reporting to the Head of Engineering. Duties include: ● Designing, developing, and maintaining scalable software systems. ● Writing clean, testable, and efficient code. ● Participating in code reviews, debugging, and optimization. ● Collaborating with cross-functional teams on project delivery. ● Documenting technical specifications and APIs. Other responsibilities may be assigned as deemed necessary by the Company. 2. Commencement and Duration The employment shall commence on 1st May 2025 , for a fixed term of one (1) year , ending on 30th April 2026 , unless earlier terminated in accordance with this Agreement. 3. Probation Period The first six (6) months of employment shall be considered a probationary period. During this time, either party may terminate this Agreement with one week’s written notice . 4. Working Hours ● Monday to Friday, from 9:00 AM to 5:30 PM , with a one-hour lunch break. ● Overtime may be required based on project deadlines, without additional compensation unless otherwise agreed in writing. 5. Remuneration ● Monthly Gross Salary : LKR 120,000/- . ● Payment will be made on or before the last working day of each month via bank transfer. ● EPF (8% employee, 12% employer) and ETF (3% employer) contributions will be made as per statutory requirements. 6. Leave Entitlement ● Casual Leave : 7 days per year. ● Annual Leave : 14 days per year after 12 months of service. ● Medical Leave : 7 days per year (Medical certificate required if more than 2 days). ● All leave must be pre-approved by the reporting manager. 7. Confidentiality The Employee shall maintain confidentiality of all company data and intellectual property during and after the term of employment, for a period of 24 months post-termination. 8. Intellectual Property All works, inventions, and developments created during the course of employment shall remain the sole property of the Company. The Employee waives all rights to claim ownership or royalties. 9. Conflict of Interest The Employee shall not engage in any secondary employment, consultancy, or activities that conflict with the Company’s interests, without prior written consent. 10. Termination ● Either party may terminate this agreement with one month’s written notice or payment in lieu of notice. ● The Company may terminate without notice in cases of gross misconduct or breach of this agreement. 11. Reimbursement of Expenses Approved business expenses shall be reimbursed upon submission of valid receipts and management approval. 12. Governing Law and Jurisdiction This Agreement shall be governed by the laws of Sri Lanka. Any dispute shall be resolved by the courts of Colombo. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. For and on behalf of NextNode Technologies (Pvt) Ltd Signature: ___________________________ Name: Dilini Perera Title: Director Date: 1st May 2025 Employee Signature: ___________________________ Name: Ranuka Sanjeewa Date: 1st May 2025" }, { "role": "assistant", "content": "{\"clause_text\": \"Medical benefits are covered 100% by the company.\", \"clause_type\": \"Health Benefits\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Goes beyond statutory health minimums, favorable for employee.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.20 6 sncr-123122xex1020chrishil.htm EX-10.20 Exhibit 10.20 April 30, 2021 Christopher Hill [Delivered Electronically] Re: Executive Employment Letter Dear Chris, As an Executive Vice President of the Company , I am pleased to inform you that you have been identiﬁed as a Tier One Executive and ofﬁcer of the Company . Your employment will be governed by the terms and conditions of the Tier One Executive Employment Plan, a copy of which is attached hereto. As such, you will now receive the beneﬁts and be subject to the obligations set forth in the attached Plan. Please be aware that you still retain the option, as does the Company , of ending your employment at any time, with or without notice and with or without cause. As such, your employment is at-will and neither this nor any other oral or written representations may be considered a contract for any speciﬁc period of time. We are excited about you being named a Tier One Executive and ofﬁcer , and look forward to your contributions to the Synchron oss mission. Please verify the acce ptance of your role as a Tier One Executive and ofﬁcer by signing below and indicating the date on which you signed. Should you have any questions, please do not hesitate to contact me. Regards, /s/ Jef frey Miller Jeffrey Miller President & CEO Acceptance Signature Date19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 1/1519/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 2/15Highly Conﬁdential19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 3/15TIER ONE EXECUTIVE EMPLOYMENT PLAN In addition to the terms of your offer letter or executive employment letter (“Offer Letter”) with Synchronoss Technologies, Inc., a Delaware corporation (the “Company”), the employment of each Tier One Executive (“Executive”) shall be governed by the terms and conditions set forth in this Tier One Executive Employment Plan (the “Plan”). 1. Scope of Employment. (a) Position and Compensation . Executive shall be employed by the Company in the position and at the location provided in the Of fer Letter and at the base salary and annual target bonus percentage set forth in the Of fer Letter . Executive shall not be entitled to an incentive bonus if Executive is not employed by the Company on the last day of the ﬁscal year for which such bonus is payable. Any bonus for a ﬁscal year shall be paid within 2½ months after the close of that ﬁscal year . The determinations of the Company’ s Board of Directors or its Compensation Committee with respect to such bonus shall be ﬁnal and binding. The Of fer Letter shall also include any initial equity awards to be granted to the Executive, which shall be governed by the respective equity award agreement of the Company . (b) Obligations to the Company . During Employment, Executive (i) shall devote substantially all of Executive’ s full business efforts and time to the Com pany , (ii) shall not engage in any other employment, consulting or other business activity that would create a conﬂict of interest with the Company , (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company , (iv) shall comply with the Company’ s policies and rules, as they may be in effect from time to time and (v) shall comply with the Proprietary Information and Inventions Agreement. This provision shall not restrict Executive’ s ability to sit on one non-proﬁt board and, subject to review and written approval by the CEO, Executive may request to sit on one corporate board. (c) No Conﬂicting Obligations . Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’ s obligat ions hereunder . Executive represent s and warrants that he will not use or disclose, in connection with Executive’ s Employment, any trade secrets or other proprietary information or intellectual property in which Executive or any other person has any right, title or interest and that Executive’ s Employment will not infringe or violate the rights of any other person. Executive represents and warrants to the Company that he has returned all property and conﬁdential information belonging to any prior employer . (d) Indemniﬁcation/D&O Insurance. To the maximum extent permitted by applicable law and the Company’ s by-laws, the Company shall indemnify Executive for all acts and omissions by him and any action on his part while acting in such capacity , and for losses that arise from serving at the request of the Company or a subsidiary thereof as a director , ofﬁcer , employee or agent of another corporation, partnership, joint19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 4/15venture, trust, employee beneﬁt plan or other enterprise. Executive shall be covered by directors’ and ofﬁcers’ liability insurance on a basis no less favorable than provided to directors and ofﬁcers of the Company , including “tail” coverage. 2. Paid Time Off and Employee Beneﬁts. During Executive’ s Employment, Executive shall be eligible for paid time off in accordance with the Company’ s paid time off policy , as it may be amended from time to time, with a minimum of 20 paid time off days per year (accruing for each year on the ﬁrst day of such year), and any United States Company-wide holidays; provided, however , Execut ive shall not be entitled to carry over any paid time off days from year to year. During Executive’ s Employment, Executive shall be eligible to participate in the employee beneﬁt plans maintained by the Company , subject in each case to the terms and conditions of the plan in question. 3. Business Expenses. During Executive’ s Employment, Executive shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with Executive’ s duties hereunder . The Company shall reimburse Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’ s generally applicable policies. Notwithstanding anything to the contrary herein, except to the extent any expense or reimbursement provided hereunder does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount of expenses eligible for reimbursement provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind beneﬁts provided to Executive in any other calendar year, (b) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (c) the right to payment or reimbursement hereunder may not be liquidated or exchanged for any other beneﬁt. 4. Termination. (a) Termination of Employment . The Company may terminate Executive’ s Employment at any time and for any reason (or no reason), and with or without Cause, by giving Executive 30 days’ advance notice in writing. Executive may terminate Executive’ s Employment by giving the Company 30 days’ advance notice in writing. The Company shall have the right at any time during such 30-day period, to relieve Executive of Executive’ s ofﬁces, duties and responsibilities and place him on a paid leave-of- absence status, provided that during such notice period, Executive shall remain a full- time employee of the Company and shall continue to receive Executive’ s then current salary compensation and other beneﬁts as provided herein. Executive’ s Employment shall terminate automatically in the event of Executive’ s death. The termination of Executive’ s Employm ent shall not limit or otherwise af fect Executive’ s obligations under Section 6. (b) Rights Upon Termination . Upon Executive’ s termination of Employment for any reason, Executive shall be entitled to the compensation, beneﬁts and reimbursements described in Executive’ s Offer Letter or hereunder for the period precedin g the effective date of such termination or otherwise accrued before such termination. Upon the19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 5/15termination of Executive’ s Employment under certain circumstances, Executive may be entitled to additional severance pay beneﬁts as described in Section 6. The payments hereunder shall fully discharge all responsibilities of the Company to Executive. (c) Rights Upon Death . If Executive’ s Employment ends due to death, (A) Executive’ s estate shall be entitled to receive an amount equal to Executive’ s target bonus for the ﬁscal year in which Executive’ s death occurred (or, if greater , the bonus amount determined based on the applicable factors and actual performance for such ﬁscal year), prorated based on the number of days he was employed by the Company during that ﬁscal year, and (B) all stock options, shares of restricted stock (other than performanc e-related restricted stock), and other time-based equity awards granted by the Company and held by Executive at the time of his death shall be fully vested. All amounts under this Section 4(c) shall be paid no later than the date regular employees are paid their bonuses. (d) Rights Upon Permanent Disabil ity. If Executive’ s Employment ends due to Permanent Disability and a Separation occurs, (I) Executive shall be entitled to receive (i) an amount equal to Executive’ s Target Bonus for the ﬁscal year in which Executive’ s Employment ended (or, if reasonably ascertainable and greater , the bonus amount determined based on the applicable factors and actual performance for such ﬁscal year), prorated based on the number of days he was employed by the Company during that ﬁscal year, and (ii) a lump sum amount equal to the product of (A) 24 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligib le dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation, and (II) all stock options, shares of restricted stock (other than performance-related restricted stock) and other time-based equity awards granted by the Company and held by Executive shall be fully vested as of the date of Executive’ s Separation. The amounts payable under this Sectio n 5(e) shall be paid no later 60 days after Executive’ s Separation. 5. Termination Beneﬁts. (a) Preconditions . Any other provision of this Plan notwithstanding, Subsections (b) and (c) below shall not apply unless Executive: (i) Has executed (or, with respect to Section 4(d), the executor or Executive’ s estate has executed) a general release of all claims Executive (or Executive’ s executor or estate) may have against the Company or persons afﬁliated with the Company (substantially in the form attached hereto as Exhibit A) (the “Release”); (ii) Complies with Executive’ s obligations under Section 6 below; (iii) Has returned all property of the Company in Executive’ s possession; and (iv) If requested by the Board, has resigned as a member of the Board and as a member of the boards of directors of all subsidiaries of the Company , to the extent applicable. Executive must execute and return the Release within the period of time set forth in the Release (the “Release Deadline”). The Release Deadline will in no event be later than19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 6/1550 days after Executive’ s Separation. If Executive fails to return the Release on or before the Release Deadline or if Executive revokes the Release, then Executive will not be entitled to the beneﬁts described in this Section 5. (b) Severance Pay in the Absence of a Change in Control . If, during Executive’ s employment with the Company and not at a time described in subsection (c) below , Executive resigns Executive’ s Empl oyment for Good Reason and a Separation occurs, or the Company terminates Executive’ s Employment with the Company for a reason other than death, Cause or Permanent Disability and a Separation occurs, then the Company shall pay Executive a lump sum severance payment equal to (i) one and one-half times Executive’ s Base Salary in effect at the time of the termination of Employment and one and one-half times Executive’ s average annual bonus based on the actual amounts received in the immediately preceding two years, and (ii) the product of (A) 12 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligib le dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation. In the event that Executive Employment is terminated for a reason other than death, Cause or Permanent Disability or Executive resigns Executive’ s Employment for Good Reason under this Subsection (b) within two years after commencement of employment with the Company , then in lieu of using the average bonus received in the immediately preceding two years for the above calculation, such calculation shall use Executive’ s Target Bonus in the year of termination if such termination under this Subsection (b) occurs in the ﬁrst year of employment with the Company and the actual bonus Executive received during the ﬁrst year of employment with the Company if such termination under this Subsection (b) occurs in the second year of employment with the Company . However , the amount of the severance payment under this Subsection (b) shall be reduced by the amount of any severance pay or pay in lieu of notice that Executive receives from the Company under a federal or state statute (including, without limitation, the Worker Adjustment and Retraining Notiﬁcation Act). (c) Severance Pay in Connection with a Change in Control . If, during Executive’ s employment with the Company and within (i) 120 days prior to or (ii) 24 months following a Change in Control, Executive is subject to an Involuntary Termination, then (i) the Company shall pay Executive a lump sum severance payment equal to (x) two times Executive’ s Base Salary in effect at the time of the termination of Employment plus two times Executive’ s average bonus received in the immediately preceding two years, and (y) a lump sum amount equal to the product of (A) 18 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligible dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation and (ii) all stock options, shares of restricted stock (other than performance-related restricted stock that is tied to performance after the Change in Control), and other time-based equity awards) granted by the Company and held by Executive shall be fully vested as of the date of the Involuntary Termination. In the event that Executive is subject to an Involuntary Termination under this Subsection (c) within two years after commencement of employment with the Company , then in lieu of using the average bonus received in the immediately preceding two years for the above calculation, such calculation shall use Executive’ s Target Bonus in the year of the Involuntary Termination if such termination under this Subsection (c) occurs in the ﬁrst year of employment with the Company and19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 7/15the actual bonus Executive received during the ﬁrst year of employment with the Company if such termination under this Subsection (c) occurs in the second year of employment with the Company . However , the amount of the severance payment under this Subsection (c) shall be reduced by the amount of any severance pay or pay in lieu of notice that Executive receives from the Company under a federal or state statute (including, without limitation, the Worker Adjustment and Retraining Notiﬁcation Act). (d) Commencement of Severance Payments . Payment of the severance pay provided for hereunder will be made no later than the ﬁrst regularly scheduled payroll date that occurs no later than 50 days after Executive’ s Separation, but only if Executive has complied with the release and other preconditions set forth in Subsection (a) (to the extent applicable). However , except as provided in the next following sentence, if the 50-day period described in Section 5(a) spans two calendar years, then the payment will be made on the ﬁrst payroll date in the second calendar year following expiration of the applicable revocation period. In the event that Executive experiences an Involuntary Termination immediately at or after a Change in Control, the Company shall work with the surviving company to ensure that any payments due to Executive under subsection (c) above be paid upon the closing of the Change in Control. In addition, if at any time the parties agree that a Good Reason arises after the Change in Control and severance is due to Executive under subsection (c), the Company shall work with the surviving company to insure that any such payments due to Executive are paid promptly after such Good Reason arises. (e) Section 409A . This Plan shall be construed consistently with the intent that all payments hereunder shall be exempt from the requirements of Section 409A of the Code by reason of the “short-term” deferral exemption or a different exemption. Each payment made under this Plan shall be treated as a separate payment and the right to a series of installment payments under this Plan is to be treated as a right to a series of separate payments. If the Company determines that Executive is a “speciﬁed employee” under Section 409A(a)(2)(B)(i) of the Code at the time of Executive’ s Separatio n, then (i) payment of any “nonqualiﬁed deferred compensation” (within the meaning of Section 409A) that is payable to Executive upon Separation shall be delayed until the ﬁrst business day following (A) expiration of the six-month period measured from Executive’ s Separation, or (B) the date of Executive’ s death, and (ii) the installments that otherwise would have been paid prior to such date will be paid in a lump sum when such payments commence. 6. Protective Covenants. (a) Non–Competition. As one of the Company’ s executive and management personnel and ofﬁcer , Executive has acquired extensive and valuable knowledge and conﬁdential information concerning the busines s of the Company , including certain trade secrets the Company wishes to protect. Executive further acknowledges that during Executive’ s employment he will have access to and knowledge of Proprietary Information. To protect the Company’ s Proprietary Information, and in consideration of the terms of this Plan, Executive agrees that during Executive’ s employment with the Company and for a period of twelve (12) months after the termination of Executive’ s employment with the Company for any reason, whether hereunder or otherwise (the “Restricted Period”), Executive will not without the Company’ s approval (which shall not be unreasonably19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 8/15withheld), directly or indirectly engage in (whether as an employee, consultant, proprietor , partner , director or otherwise), have any ownership interest in, or particip ate in the ﬁnancing, operation, management or control of, any person, ﬁrm, corporation or business that engages in a Restricted Business in a Restricted Territory . It is agreed that ownership of (i) no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation or (ii) any stock he presently owns shall not constitute a violation of this Section. (b) Non-Solicitation and Non-Servicing . During Executive’ s employment with the Company and continuing for a period of twelve (12) months after termin ation of Executive’ s employment with the Company for any reason, whether under this Agree ment or otherwise, Executive shall not directly or indirectly , personally or through others, (i) attempt in any manner to solicit, persuade or induce any Client of the Company to terminate, reduce or refrain from renewing or extending its contractual or other relationship with the Company in regard to the purchase or licensing of products or services manufactured, marketed, licensed or sold by the Company , or to become a Client of or enter into any contractual or other relationship with Executive or any other individual, person or entity in regard to the purchase or license of products or services similar or identical to those manufactured, marketed or sold by the Company; or (ii) attempt in any manner to solicit, persuade or induce any individual, person or entity which is, or at any time during Executive’ s employment with the Company was, a supplier of any product or service to the Company or vendor of the Company (whether as a distributor , agent, employee or otherwise) to terminate, reduce or refrain from renewing or extending Executive’ s, Executive’ s contractual or other relationship with the Company; provided, however , this subparagraph (ii) shall not apply to any employee of the Company who reports in to Executive’ s organization, was recommended by Executive and had worked with Executive at at least two prior organizations; or (iii) render to or for any Client any services of the type rendered by the Company; or (iv) employ as an employee or retain as a consultant any person who is then, or at any time during the preceding twelve months was, an employee of or consultant to the Company (unless the Company had terminated the employment or engagement of such employee or exclusive consultant prior to the time of the alleged prohibited conduct), or persuade or attempt to persuade any employee of or consultant to the Company to leave the employ of the Company or to breach any service arrangement with the Company . (c) Non-Disclosure . Executive has entered into a Proprietary Information and Inventions Agreement with the Company , which is incorporated herein by reference. (d) Reasonable . Executive agrees and acknowledges that the time limitation on the restrictions in this Section 6, combin ed with the geographic scope, is reasonable. Executive also acknowledges and agrees that this provision is reasonably necessary for the protection of Proprietary Information, that through Executive’ s employment he shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting the Company’ s19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 9/15business value which will be imparted to him. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable becaus e it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. 7. Successors. (a) Company’ s Successors . This Plan shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger , consolida tion, liquidation or otherwise) to all or substantially all of the Company’ s business and/or assets. For all purposes hereunder , the term “Company” shall include any successor to the Company’ s business and/or assets which becomes bound by this Plan. (b) Employee’ s Successors . This Plan and all rights of Executive hereunder shall inure to the beneﬁt of, and be enforceable by, Executive’ s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 8. Taxes. (a) Withholding Taxes . All payments made hereunder shall be subject to reduction to reﬂect applicable withholding and payroll taxes or other deductions required to be withheld by law . (b) Tax Advice . Executive is encouraged to obtain Executive’ s own tax advice regarding Executive’ s compensation from the Company . Executive agrees that the Company does not have a duty to design its compensation policies in a manner that minimizes Executive’ s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from Executive’ s compensation. (c) Parachute Taxes . Notwithstanding anything in this Plan to the contrary , if it shall be determined that any payment or distribution by the Company to or for the beneﬁt of Executive, whether paid or payable or distributed or distributable pursuant to the terms hereunder or otherwise (“Total Payments”) to be made to Executive would otherwise exceed the amount (the “Safe Harbor Amount”) that could be received by Executive without the imposition of an excise tax under Section 4999 of Code, then the Total Payments shall be reduced to the Safe Harbor Amount 9f (and only if) the Safe Harbor Amount (net of applicable taxes) is greater than the net amount payable to Executiv e after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. All determinations to be made under this subparagraph (c) shall be made by a public accounting ﬁrm selected by the Company before the date of the Change in Control (the “Accounting Firm”). In determining whether such Beneﬁt Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigne d to the restrictive covenants in effect for Executive pursuant to Section 6 above, and the amount of Executive’ s potential parachute paym ent under Section 280G of the Code shall be reduced by the value of those restrictive covenants and all other permissible adjustments to the extent consistent with Section 280G of the Code and the regulations thereunder . To the extent a reduction to the Total Payments is required to be made in accordance with this subparagraph (c), such reduction and/or cancellation of acceleration19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 10/15of equity awards shall occur in the order that provides the maximum economic beneﬁt to Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic beneﬁt to Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this subparagraph (c) shall be borne solely by the Company . 9. Deﬁnitions. (a) Cause . For all purposes under this Plan, “Cause” shall mean: (i) An intentional and unauthorized use or disclosure by Executive of the Company’ s conﬁdential information or trade secrets, which use or disclosure causes material harm to the Company; (ii) A material breach by Executive of any material agreement between Executive and the Company; (iii) A material failure by Executive to comply with the Company’ s written policies or rules; (iv) Executive’ s conviction of, indictment for or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof; (v) Executive’ s gross negligence or willful misconduct which causes material harm to the Company; (vi) A continued failure by Executive to perform reasonably assigned duties after receiving written notiﬁcation of such failure from the Board (other than by reason of Executive’ s physical or mental illness, incapacity or disability); or (vii) A failure by Executive to cooperat e in good faith with a governmental or internal investigation of the Company or its directors, ofﬁcers or empl oyees, if the Company has requested in writing Executive’ s cooperation, and Executive has not cooperated in good faith within 5 business days. With respect to subparagraphs (ii), (iii) or (vi), the Company shall not have the right to terminate Executive for Cause if Executive cures the breach or failure within 30 days of the Company’ s written notice to Executive of such breach or failure. (b) Change in Control . For all purposes under this Plan, “Change in Control” shall mean the occurrence of: (i) The acquisition, by a person or persons acting as a group, of the Company\\'s stock that, together with other stock held by such person or group,19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 11/15constitutes more than 50% of the total fair market value or total voting power of the Company; (ii) The acquisition, during a 12-month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of 30% or more of the total voting power of the Company; (iii) The replacement of a majority of the members of the Board, during any 12-month period, by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election; or (iv) The acquisition, during a 12-month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of the Company\\'s assets having a total gross fair market value (determined without regard to any liabilities associated with such assets) of 80% or more of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualiﬁes as an event under Treas. Reg. §1.409A-3(i)(5)(v) (change in the ownership of a corporation), Treas. Reg. §1.409A-3(i)(5)(vi) (change in the ef fective control of a corporation), or Treas. Reg. §1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation\\'s assets). (c) Client. For all purposes under this Plan, “Client” shall mean (i) anyone who is a client of the Company as of, or at any time during the one-year period immediately preceding, the termination of Executive’ s employment, but only if Executive had a direct relationship with, supervisory responsibility for or otherwise were involved with such client during Executive’ s employment with the Company and (ii) any prospective client to whom the Company made a new business presentation (or similar offering of services) at any time during the one-year period immediately preceding, or six-month period immediately following, Executive’ s employment termination (but only if initial discussions between the Company and such prospective client relating to the rendering of services occurred prior to the termination date, and only if Executive participated in or supervised such presentation and/or its preparation or the discussions leading up to it). (d) Code . For all purposes under this Plan, “Code” shall mean the Internal Revenue Code of 1986, as amended. (e) Company . For all purposes under this Plan, “Company” shall include Synchronoss Technologies, Inc. and all of its subsidiaries and afﬁliates. (f) Good Reason . For all purposes under this Plan, “Good Reason” shall mean: (i) a material dimunition in Executive’ s authorities, duties or responsibilities; (ii) a reduction in Executive’ s base salary by more than 10% unless pursuant to a Company-wide salary reduction af fecting all Executives proportionately; (iii) relocation of Executive’ s principal workplace that results in an increase to Executive’ s commute by more than 50 miles;19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 12/15(iv) a material reduction in the kind or level of incentive compensation or employee beneﬁts to which Executive is entitled immediately prior to such reduction with the result that Executive’ s overall compensation and beneﬁts package is signiﬁcantly reduced, unless such reduction occurs solely as a result of a reduction in the kind or level of employee beneﬁts of employees that applies for all employees of the Company; or (v) a material breach by the Company of this Agreement. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days Executive has knowledge of such condition and the Company fails to remedy such condition (or in the case of (v) remedy such breach) within 30 days after receiving Executive’ s written notice. In addition, Executive’ s resignation must occur within 12 months after Executive has knowledge of such condition. (g) Involuntary Termination . For all purposes under this Plan, “Involuntary Termination” shall mean either (i) the Company terminates Executive’ s Employment with the Company for a reason other than death, Cause or Permanent Disabilit y and a Separation occurs, or (ii) Executive resigns Executive’ s Employment for Good Reason and a Separation occurs. (h) Permanent Disability . For all purposes under this Plan, “Permanent Disability” shall mean, in the reasonable determination by the Compensation Committee, Executive’ s inability to perform the essential functions of Executive’ s position, with or without reasonable accommodation, for a period of at least 180 consecutive days becaus e of a physical or mental impairment. (i) Proprietary Information . For all purposes under this Plan, “Proprietary Information” shall mean any and all conﬁdential and/or proprietary knowledge, data or information of the Company . By way of illustration but not limitation, Proprietary Information includes (i) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how , improvements, discoveries, developments, designs and techniques; and (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished ﬁnancial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of other employees of the Company . (j) Restricted Business . For all purposes under this Plan, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other process, system, product, or service marketed, sold or under development by the Company (and expected to reach market before the end of the Restricted Period) at the time Executive’ s employment with the Company ends, whether during or after the Term. (k) Restricted Territory . For all purposes under this Plan, “Restricted Territory” shall mean any state, county , or locality in the United States or around the world in which the Company conducts business. (l) Separation . For all purposes under this Plan, “Separation” means a “separation from service,” as deﬁned in the regulations under Section 409A of the Code.19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 13/15(m) Solicit. For all purposes under this Plan, “solicit” shall mean (i) active solicitation of any Client or Company employee (but not general marketing of a product, service or open position not targeted at such employee); (ii) the provision of information regarding any Client or Company employee to any third party where such information could be useful to such third party in attempting to obtain business from such Client or attempting to hire any such Company employee; (iii) participation in any meetings, discu ssions, or other communications with any third party regarding any Client or Company employee where the purpose or effect of such meeting, discussion or communication is to obtain business from such Client or employ such Company employee; and (iv) any other passive use of information about any Client or Company employee which has the purpose or effect of assisting a third party or causing harm to the business of the Company . 10. Miscellaneous Provisions. (a) Notice . Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given when personally delivered, when delivered by FedEx with delivery charges prepaid, or when mailed by U.S. registered or certiﬁed mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to him at the home address that he most recently communicated to the Company in writing. In the case of the Company , mailed notices shall be addressed to its corporate headquarters, and all notices shall be direc ted to the attention of its Secretary . (b) Modiﬁcations and Waivers . No provision of this Plan shall be modiﬁed, waived or discharged unless the modiﬁcation, waiver or discharge is agreed to in writing and signed by Executive and by an authorized ofﬁcer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Plan by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement . This Plan and the Proprietary Information and Inventions Agreement supersede and replace any prior agreements, representations or understandings (whether oral or written and whether express or implied) between Executive and the Company and constitute the complete agreement between Executive and the Company regarding the subject matter set forth herein; provided that nothing in this Agreement shall supersede an express promise made by the Company in Executive’ s Offer Letter . (d) Choice of Law and Severability . This Plan shall be interpreted in accordance with the laws of the State of New Jersey (except their provisions governing the choice of law). If any provision of this Plan becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provisio n shall be stricken and the remainder of this Plan shall continue in full force and effect. If any provision of this Plan is rendered illegal by any present or future statute, law, ordinance or regulation (collectively the “Law”), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 14/15the Law . All the other terms and provisions of this Plan shall continue in full force and ef fect without impairment or limitation. (e) No Assignment . This Plan and all rights and obligations of Executive hereunder are personal to Executive and may not be transferred or assigned by Execut ive at any time. The Company may assign its rights under this Plan to any entity that assumes the Company’ s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’ s assets to such entity . (f) Survival. The rights and obligations of the parties under the provisions of this Plant (including without limitation Section 6 shall survive, and remaining binding and enforceable, notwithstanding the termination of Executive’ s employment hereunder or otherwise, to the extent necessary to preserve the intended beneﬁts of such provision.19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 15/15" }, { "role": "assistant", "content": "{\"clause_text\": \"Company reserves the right to withhold bonuses during notice period.\", \"clause_type\": \"Bonus\", \"compliance_status\": \"Non-Compliant\", \"legal_justification\": \"Bonuses tied to performance should be prorated even during notice.\"}" } ]
[ { "role": "system", "content": "You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format." }, { "role": "user", "content": "Extract and classify the legal clause from this contract: EX-10.42 3 eigr-2022x12x31ex1042.htm EX-10.42 image_1a.jpg Exhibit 10.42 January 9, 2023 VIA ELECTRONIC MAIL ([email protected]) David Apelian, MD, PhD, MBA 3 Old Beach Glen Road Boonton, New Jersey 07005 Re: Interim CEO Employment T erms Dear Dr . Apelian, Eiger BioPharmaceuticals, Inc. (“Eiger” or the “Company”) is pleased to offer employment to you on the following terms of this Of fer Letter Agreement (“Agreement”): Duties You will be employed as the Interim Chief Executive Ofﬁcer of the Company , reporting to the Board of Directors of the Company (“Board”). During the Term of Employment, unless agreed to otherwise by the Company and you, you will be permitted to work primarily from your home located in New Jersey , provided that you may be required to travel in connection with your duties to the Company , including without limitation to the Company’ s facility located in Palo Alto, California, and international locations. During the Term of Employment, you shall have the duties, authorities, and responsibilities as are required by your position, and such other duties, authorities, and responsibilities as may reasonably be assigned to you that are not inconsistent with your position as Interim Chief Executive Ofﬁcer of the Company . You must devote, full time, your effort, attention, and energies to the performance of your duties on behalf of the Company during the Term of Employment (as deﬁned below). During the Term of Employment, you may not directly or indirectly (i) engage, undertake, or, except as described at the end of this sentence, have an economic or ownership interest in any other employment or business, or (ii) become a director , ofﬁcer , employee, agent, consultant, member , or partner of any other person or entity , provided that you may (w) participate in charitable, social, and civic activities, (x) manage personal investme nts for yourself and your immediate family members (subject to any then-in-ef fect applicable policies, rules, regulations, and codes of the Company), (y) hold (for investment purposes only and subject to any then-in-ef fect applicable policies, rules, regulations, and codes of the Company) mark etable securities quoted at the time of acquisition on a recognized stock exchange in the United States or elsewhere being collectively not more than 2% of the issued share capital or units of a listed company or trust, and (z) retain the ownership interest (current stock options or stock of the company when exercised) you hold in BlueSphere Bio as of the date of this Agreement (subject to any capitalization modiﬁcation that may occur). Compensation and Beneﬁts Your salary will be $627,000 per year ($52,250 monthly), less applicab le payroll deductions and withholdings, during the Term of Employment. You will be paid semi-monthly , or in accordance with the Company’ s compensation practices for other employees in place at the time. Your base16/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 1/1916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 2/19image_1a.jpg salary shall serve as full compensation for your services to the Company during the Term of Employment. Without limiting the foregoing, you will remain a director on the Board during the Term of Employment, but, in accordance with the Company’ s policies, will not be entitled to any director fees or additional compensation for your role as a director . In addition, beginning with respect to calendar year 2023, you will be eligible for an annual bonus, targeted at 60% of your base salary , subject to applicable payroll deductions and withholdings (“Bonus”). Whether you receive this Bonus, and the amount of any such Bonus, will be determined by the Company in its sole discretion based upon your performance, the Company’ s performance, and such other criteria that the Board (or committee thereof) deems relevant in its sole discretion and will be prorated for any partial year during which you are employed (determined by multiplying the amount of such Bonus that would be due for the full year by a fraction, the numerator of which is the number of days during the year of termination that you are employed by the Company and the denominator of which is 365). Except as provided below , any Bonus shall be paid within thirty (30) days after the Company’ s determination that a Bonus shall be awar ded or, if later, at the same time bonuses for such year are paid to other senior executives of the Company . Notwithstanding the foregoing, in no event will the Bonus be paid later than March 15 of the year following the year to which the Bonus relates. To be eligible for a Bonus, you must remain employed by the Company as of the date on which the applicable Bonus is paid or, with respect to the Bonus associated with the Company’ s 2023 year only, have been terminated by the Comp any without Cause, have resigned your employment for Good Reason, or have resigned due to the Company’ s appointment of a full-time non-interim Chief Executive Ofﬁcer . If you are terminated or resign in 2023 under any of the circumstances described in the immediately preceding sentence, your Bonus for 2023 will be calculated based on your pro-rata target bonus and paid within thirty (30) days of the date of termination of your employment. You will not be eligible for a Bonus if there exists a basis (as determined by the Board in its reasonable judgment) to terminate your employment for Cause as of the date the Bonus is awarded or paid. As an exempt salaried employee, you will be expected to be available and working during the Company’ s regular business hours, and, without additional compensation, for such extended hours or additional time as appropriate to manage your responsibilities. During your employment, you will be entitled to participate in such beneﬁt plans or programs of the Company , if any, as may be made available from time to time by the Company to its employees generally , subject to the terms of any applicable beneﬁt plan or program documents. Standard Company beneﬁts currently include : medical insurance, paid time off (PTO), 401(k), Employee Stock Purchase Plan (ESPP), and holidays. Details about these beneﬁts are provided in the Employee Handbook, Summary Plan Descriptions, and other beneﬁt plan or program documents, which are available for your review . Eiger may change your compensation and beneﬁts from time to time in its sole discretion. The Company will grant to you nonstatutory stock options to purchase up to 170,000 shares of the Company’ s common stock pursuant to and in accordance with the Company’ s Amended and Restated 2013 Equity Incentive Plan (the “Plan”), and applicable award agreement containing the terms and conditions of the grant (the “Options”). The exercise price of the Options will be the last closing price of the Company’ s common shares immediately prior to the approval of the grant by the Compensation Committee of the Board. Provided that you remain employed by the Company in good standing as of such date, Options covering 113,900 shares of the Company’ s common stock will vest upon the earlier to occur of (i) the six (6)-month anniversary of the 216/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 3/1916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 4/19image_1a.jpg Effective Date or (ii) the Company’ s appointment of a full-time non-interim Chief Executive Ofﬁcer of the Company . The remaining Options covering 56,100 shares of the Company’ s common stock will vest in six (6) equal monthly installments, following the Effective Date, in each case subject to your Continuous Service (as deﬁned in the Plan) through the applicable vesting date. The terms of the Plan and the Options award agreements provide that so long as you have no interruption in your Continuous Service (as deﬁned in the Plan), your Options will continue to vest. Company acknowledges that your continuing service on the Board without interruption following the termination of your employment as Interim Chief Executive Ofﬁcer of the Company constitutes Continuous Service without interr uption (the “Modiﬁed Service Rule”). Notwithstanding the foregoing, upon the consummation of a Change in Control (as deﬁned in the Plan) within one (1) year of the Effective Date and prior to any termination of your Continuous Service (as deﬁned in the Plan but subject to the Modiﬁed Service Rule), all of the then-unvested portion of the Options shall vest. In the event of your termination of employment by the Company for any reason other than for Cause and the termination of your Continuous Service (as deﬁned in the Plan), both of which occur prior to the two (2)-year anniversary of the Effective Date, notwithstandin g anything to the contrary in the Plan, the vested portion of the Options shall remain exercisable until the earliest of (y) one (1) year following the date of your termination of Continuous Service (as deﬁned in the Plan), and (z) the expiration of the stated term of the Options pursuant to the applicable award agreement. Except as otherwise provided herein, in the event of your termination of employment for any reason, the portion of the Options that have not then become vested and exercisable shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever . The Options shall be subject to the terms and conditions in the Plan and the applicable award agreement. Term of Employment You will be employed by the Company pursuant to the terms of this Agreement for a term of six (6) months (“Initial Term”), commencing as of December 14, 2022 (the “Effective Date”). Upon the expiration of the Initial Term and each Renewal Term, provided that your employment has not previously terminated, the term of this Agreement shall be automatically extended for successive three (3)-month periods (each, and together , a “Renewal Term”); provide d, however , that either you or the Company may elect not to extend this Agreement by giving written notice to the other party at least one (1) week prior to any such renewal date, in which case this Agreement shall terminate at the end of the Initial Term or such Renewal Term, as applicable. Notw ithstanding the foregoing, you or Eiger may terminate your employment with Eiger at any time. The period of time between the Effective Date and the terminatio n of your employment hereunder (including the Initial Term and any Renewal Term) shall be referred to in this Agreement as the “T erm of Employment.” Payments upon T ermination Upon termination of your employment for any reason, you shall be paid all accrued but unpaid base salary through the date your emplo yment terminates, reimbursement for ordinary and necessary business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation as of the date your employment terminates. Except as otherwise provided in this Agreement with respect to continued vesting subject to your Continuous Service, any unvested Company equity awards that you hold, including, but not limited to, any unvested options, shall terminate as of your termination date. 316/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 5/19image_1a.jpg In addition, solely in the event that your employment is terminated by the Company without Cause or by you with Good Reason, subject to the immediately succeeding paragraph, you will be entitled to severance pay in an amount equal to your then-current base salary for a period equal to the Term of Employment, up to a maximum of twelve (12) months and subject to a minimum of six (6) months (“Severance”). The Severa nce will be paid in the form of salary continuation, less applicable payroll deductions and withholdings, in accordance with the Company’ s regular payroll schedule. For the avoidance of doubt, in no event will you be entitled to any severance if there exists a basis (as determined by the Board in its reasonable judgment) to terminate your employment for Cause as of the date of termination. The Severance is in lieu of, and not in addition to, any severance or similar payments or beneﬁts to which you may be entitled in the event of termination of employment pursuant to any plan, program, policy , or practice of the Company or any of its afﬁliates. Your receipt of the Severance is conditional upon your compliance with your obligations to the Company and its afﬁliates (including without limitation under this Agreement and any other agreement with the Company or any of its afﬁliates) and your delivering to the Company a general release of claims in favor of the Com pany and related persons and entities in a form acceptable to the Company (including without limitation such provisions as nondisclosure and non- disparagement as the Company deems advisable) such that it becomes effective (with all revocation periods having expired without exercise) within 30 days following your termination date. If you breach any of your obligations to the Company or any of its afﬁliates (including without limitation under this Agreement or any other agreement with the Company or any of its afﬁliates), in addition to any other remedies that may be available, you (i) will immediately return to the Company any portion of the Severance that has been paid to you, and (ii) will be entitled to no further Severance. Deﬁnitions For purposes of this Agreement, “Cause” shall mean that in the reasonable determination of the Board, you (i) commit, are indicted for, plead guilty to, or plead nolo contendere to any crime involving moral turpitude or any felony , (ii) participate in any fraud against the Company or any of its afﬁliates, (iii) willfully breach your duties to the Company or any of its afﬁliates, (iv) wrongfully disclose any trade secrets or other conﬁdential information of the Comp any or any of its afﬁliates, or (v) breach any provision of this Agreement, any other agreement entered into with the Company or any of its afﬁliates, or any policy , rule, regulation, or code of the Company or any of its afﬁliates. For purposes of this Agreement, “Good Reason” shall mean the occurre nce of any of the following without your prior written consent: (i) during the Initial Term, relocation of your principal place of employment of over 35 miles from your then-current principal place of employment immediately prior to such relocation; (ii) a reduction in your base salary or Bonus target percentage of base salary , unless the salaries or bonus target percentages of all other senior executive ofﬁcers of the Company are correspondingly and proportionately reduced; or (iii) a Change in Control (as deﬁned in the Plan) occurs and the Company or its successor , as applicable, expressly repudiates and fails to perform this Agreement. You cannot terminate your employment for Good Reason unless (i) you have provided written notice to the Company of the existence of the circumstances that you allege provide grounds for termination for Good Reason within thirty (30) days after the existence of such event, (ii) the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances but fails to materially cure such circumstances, and (iii) you resign and actually terminate your employment 416/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 6/1916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 7/19image_1a.jpg within thirty (30) days after the end of such cure period. Failure to comply with the immediately preceding sentence shall result in any claim of Good Reason to be irrevocably waived by you. Protection of Conﬁdential Information You acknowledge and agree that the Company and its afﬁliates, in the course of performing their business activities, acquire and develop Conﬁdential Information (as deﬁned below) that provides the Company and its afﬁliates with a business advantage and that you have developed and been provided with, and will develop and be provided with, such Conﬁdential Information during employment or other relationship with the Company or its afﬁliates. You agree that you will not, directly or indirectly , at any time, use (whether on your own behalf or on behalf of any other person or entity) or disclose (to any person or entity) any Conﬁdential Inform ation, except as may be required to perform your duties in good faith to the Company during your employment or other engagement with the Company or as may be required by law. “Conﬁden tial Information” means all conﬁdential, proprietary , or non-publ ic information (whether in written, electronic, or other form) of the Company or any of its afﬁliates (including without limitation any predecessors thereof), or third parties with whom the Company or its afﬁliates do business, includin g without limitation trade secrets; business information; inform ation regarding the assets and affairs of the Company or its afﬁliates; ﬁnancial information; operating methods or strategies; marketing plans or strategies; competitive know-how; processes; designs; formulas; developmental or experimental work; forecasts; client lists or other client-r elated information of any kind; and any other information of a similar nature not already in the public domain. Conﬁdential Information also includes any information in relation to which the Company or any of its afﬁliates owes a duty of conﬁdentiality . Conﬁdential Information shall not include any information that is in or enters the public domain, or is or becomes generally known in the industry in which the Company operates, other than by disclosure by you or any other person or entity in violation of any conﬁdentiality or other obligation. You will take all reasonable and necessary precautions to prevent disclosure of Conﬁdential Information to unauthorized persons or entities and will use your best efforts to ensure that a third party does not disclose any Conﬁdential Information. In the event you are required by law to disclose Conﬁdential Information, you will (unless prohibited by law) (i) immediately (and prior to such disclosure) notify the Company and cooperate with the Compa ny in any efforts by the Company to oppose such disclosure, and (ii) disclose only that portion of the Conﬁdential Information that you are advised by written opinion of counsel is legally required to be disclosed and exercise best efforts to ensure that such Conﬁdential Information will be afforded conﬁdential treatment. In addition, in your work for the Company , you will be expected not to use or disclose any conﬁdential information, including trade secrets, of any former employer or other person to whom you have an obligation of conﬁdenti ality. Rather , you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company . You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of conﬁdentiality . You hereby represent that you have no duties or obligations to any person or entity , by agreement or otherwise, that will prevent or impair your ability to enter into, and fully perform your duties and responsibilities under , this Agreement. Protection of Intellectual Property 516/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 8/1916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 9/19image_1a.jpg You represent and warrant that there are no Inventions that you have, alone or jointly with others, made prior to the commencement of your employment or other relationship with the Company or its afﬁliates that you consider to be your property or the property of third parties and that you wish to have excluded from the scope of this Agreement (collectively , “Prior Inventions”). Notwithstanding the foregoing, if, in the course of your employment or other relationship with the Company or its afﬁliates, you incorporate a Prior Invention into a product, process, or machine of the Company or its afﬁliates, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully transfe rable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify , sell, and otherwise use such Prior Invention, in any manner , for any purpose, and in any medium. Notwithstanding the foregoing, you agree that you will not incorporate, or permit to be incorporated, Prior Inventions in any Company IP (deﬁned below) without the Company’ s prior written consent. Subject to your agreement below to assign all of your right, title, and interest in and to any particular Company IP to a third party (including without limitation the United States) as directed by the Company , and except for the Prior Inventions and those Inventions that qualify fully under the provisions of California Labor Code 2870 (as set forth in Exhibit 1), you agree that all Inventions and Proprietary Rights that (i) are created or otherwise arise during the term of your employment or other engagement with the Company , (ii) are created as a result of, or otherwise arise in connection with, use of the Compan y’s or its afﬁliates’ facilities, equipme nt, trade secrets, or other resources, or (iii) otherwise relate to your employment or the work that you perform for the Company or its afﬁliates, whether before, on, or after the Effective Date (all such Inventions and Proprietary Rights, collectively , the “Company IP”), shall be the sole and exclusive property of the Company . All Company IP that is created by you and that is copyrightable subject matter shall be considered a “work made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company . With respect to that Company IP that is not considered a “work made for hire,” you hereby assign to the Company and agree to assign to the Company in the future (when any such Company IP is ﬁrst reduced to practice or ﬁrst ﬁxed in a tangible medium, as applicable), without any requirement of further consideration, all your right, title, and interest in and to any and all such Company IP and all moral rights in connection therewith. To the extent such moral rights cannot be assigned under applicable law, you hereby waive such moral rights and consent to any action of the Company that would violate such moral rights in the absence of such consent. You will, at the Company’ s request, promptly execute a written assignment to the Company of any such Company IP and take any and all other actions that the Company deems necessary or desirable to permit the Compa ny to further evidence or perfect the assignments. If any Company IP incorporates any technology or right that is owned or licensed by you and that is not assigned to the Company under this Agreement (the “Excluded IP”), you hereby grant to the Compan y a nonexclusive, royalty-free, irrevocable, perpetual, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify , sell, and otherwise use such Excluded IP, in any manner , for any purpose and in any medium. You also will preserve all Company IP as part of the Conﬁdential Information of the Company . You will promptly and fully disclose in writing to the Company all Inventions and Proprietary Rights during your employment or other engagement with the Company or any of its afﬁliates and for one (1) year after such employment or other engagement concludes, including any that may be considered Excluded IP. You agree to assist in every proper way and to execute those documents and take such acts as are reasonably requested by the Company to obtain, sustain, and 616/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 10/19image_1a.jpg from time to time enforce patents, copyrights, and other rights and protections relating to Company IP in the United States or any other country . You also agree to assign all of your right, title, and interest in and to any particular Company IP to a third party , including without limitation the United States, as directed by the Company . You represent and warrant that (i) the Company IP assigned or licensed by you hereunder will be entirely created by and wholly original with and to you, or shall be in the public domain, (ii) the Company IP assigned or licensed by you hereunder does not and will not infringe upon, misappropriate, or otherwise violate any third party’ s intellectual property or other rights, (iii) the use of the Company IP assigned or licensed by you hereunder , by the Company , its afﬁliates, or their respective employees, representatives, distributors, or agents will not infringe, misappropriate, or otherwise violate any intellectual property or other right of any third party , and (iv) you shall obtain any authorizations necessary to allow the Company to, and the Company shall possess all rights necessary to, fully exploit the Company IP . For purposes of this Agreement, “Proprietary Rights” shall mean all trade secret, patent, copyright, trademark, mask work, and other intellectual property rights throughout the world. For purposes of this Agreement, “Inventions” shall mean all trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know- how, improvements, discoveries, developments, designs, and techniques. Return of Property Upon the termination of the Term of Employment, or upon the earlier request of the Company , you will return to the Company all property of the Company or any of its afﬁliates in your possession, custody , or control, including without limitation documents, data, and equipment (and any copies thereof) of any nature and in whatever medium and will not keep any such property , whether or not it contains or pertains to any Company IP or Conﬁdential Information. Non-Disparagement During and after the Term of Employment, neither you nor any person acting on your behalf shall disparage or cause to be disparaged , whether directly or indirectly , the Company or its afﬁliates, or any of their products, services, ofﬁcers, directors, partners, members, owners, or employees, in any forum or through any medium of communication. Permitted Disclosures Nothing in this Agreement or otherwise shall prohibit you from (i) reporting possible violations of federal law or regulation to any government agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of federal law or regulation, (ii) supplying truthful information to any government authority or in response to any lawful subpoena or other legal process, (iii) disclosing the details relating to a claim of discrimination, retaliation, or harassment, or (iv) disclosing or discussing conduct with respect to a sexual assault dispute or sexual harassment dispute (to the extent prohibited by the Speak Out Act). In addition, notwithstanding anything in this Agreement or otherwise, in accordance with the Defend Trade Secrets Act of 2016, (i) you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (I) in conﬁdence to a federal, state, or local government ofﬁcial, either directly or indirectly , or to an 716/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 11/1916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 12/19image_1a.jpg attorney , and (II) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document ﬁled in a lawsuit or other proceeding, if such ﬁling is made under seal, and (ii) if you ﬁle a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose a trade secret to your attorney and use the trade secret information in the court proceeding, if you ﬁle any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order . Remedies You acknowledge and agree that in the event that you breach any of the provisions in the sections of this Agreement labeled Protection of Conﬁdential Information, Protection of Intellectual Property , Return of Property , or Non-Disparagement (collectively , “Speciﬁed Sections”), the Company and its afﬁliates shall suffer immediate, irreparable injury and will, therefore, be entitled to injunctive relief, in addition to any other damages to which it or they may be entitled, as well as the costs and reasonable legal fees it or they incur in enforcing its or their rights. You further acknowledge and agree that any claim you may have against the Company or any of its afﬁliates, whether under this Agreement or otherwise, will not be a defense to enforcement of the restrictions set forth in the Speciﬁed Sections, and the circumstances of the termination of your employment or other relationship with the Company will have no impact on your obligations under the Speciﬁed Sections. If any covenants set forth in this Agreement are deemed invali d or unenforceable for any reason, it is the intention of you and the Company that such covenants be equitably reformed or modiﬁed only to the extent necessa ry to render them valid and enforceable in all respects. You further agree that each of the Company’ s afﬁliates is a beneﬁciary of the restrictions set forth in the Speciﬁed Sections and may enforce the Speciﬁed Sections. You further agree that the restrictions set forth in the Speciﬁed Sections are in addition to, and not in lieu of, any non-competition, non- solicitation, protection of conﬁdentia l information or intellectual property , return of property , non- disparagement, or other restrictive covenants by which you may be boun d in favor of the Company or any of its afﬁliates. Cooperation You agree that during and following the Term of Employment, you will cooperate fully with the Company and its afﬁliates as to any and all claims, controversies, disputes, or complaints of which you have any knowledge or that may relate to you or your employment or other relationship with the Company or its afﬁliates. Company will reimburse you for any reasonable out-of-pocket expenses incurred, following the Term of Employment and with the advance written approval of the Company , pursuant to your duties under this paragraph. Such cooperation includes but is not limited to providing the Company and its afﬁliates with all information known to you related to such claims, controversies, disputes, or complaints. Company will consider your reasonable professional and personal commitments made known to it by you and endeavor to schedule such cooperation required under this paragraph (to the extent it is able to control such scheduling) at times that will not unreasonably interfere with such commitments. Section 409A It is intended that all of the severance beneﬁts and other payments payable under this Agreement satisfy , to the greatest extent possib le, the exemptions from the applica tion of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9), 816/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 13/19image_1a.jpg and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including without limitation for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursement s, 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 separat e and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” within the meaning of Code Section 409A to be a “speciﬁed employee” for purposes of Code Section 409A(a)(2 )(B)(i), and if any of the payments upon such separation from service set forth herein or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (within the meaning of Code Section 409A) with the Comp any, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the ﬁrst business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. In no event whatsoever shall the Company be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. Notice Any notice, request, or other communication required or permitted to be delivered under this Agreement must be in writing and will be considered received as of the date delivered if delivered in person or by e-mail (or similar electronic transmission), on the next business day if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid. If to you, the notice, request, or other communication must be addressed and sent to you at your residential or e-mail address as then on ﬁle with the Company . If to the Company , the notice, request, or other communication must be addressed to the General Counsel, Eiger BioPharmaceuticals, Inc., 2155 Park Boulevard, Palo Alto, California 94306 and [email protected]. You or the Company may change your or its, as applicable, address(es) provided in this paragraph by notice provided in accordance with this paragraph. Governing Law This Agreement shall be governed by, subject to, and construed under the laws of the State of Delaware irrespective of any otherwise applicable principles of conﬂicts of law . Arbitration You and the Company agree that any and all disputes, claims, or causes of action, in law or equity , including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, interpretation, or otherwise of this Agreement, your employment or other relationship with the Company or any of its afﬁliates (including without limitation any disputes or claims arising out of state or federal discrimination laws (excluding any sexual assault dispute 916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 14/1916/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 15/19image_1a.jpg or sexual harassment dispute to the extent prohibited by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021), and any disputes or claims against any ofﬁcers, directors, managers, partners, members, owners, employees, or other representatives of the Company or any of its afﬁliates), or the termination of your employment or other relationship with the Company or any of its afﬁliates, whether arising before, on, or after the Effective Date, shall be resolved, to the fullest extent permitted by law, by ﬁnal, binding, and conﬁdential arbitration conducted by JAMS or its successor , under JAMS’ then-applicable rules and procedures for employment disputes before a single neutral arbitrator (available upon request and also currently available at http://www .jamsadr .com/rules-employment-arbitration/ ). In addition, all claims, disputes, or causes of action covered under this paragraph, whether by you or the Company , must be brought in an individual capacity , and shall not be brought as a plaintif f (or claimant) or class member in any purported class, collective, or representative proceeding, nor joined or consolidated with the claims of any other person or entity . The arbitrator may not consolidate the claims of more than one person or entity , and may not preside over any form of representative, collective, or class proceeding. To the extent that the preceding sentences regarding class, collective, or representative claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought as a class, collective, or representative proceeding shall proceed in a court of law (as described in the following paragraph) rather than by arbitration. This paragraph shall not apply to any action or claim that is determined cannot be subject to mandatory arbitration as a matter of law. In the event you or the Company intends to bring multiple claims, including one or more claims that are determined cannot be subject to mandatory arbitration as a matter of law, the claim or claims that are determined cannot be subject to mandatory arbitration as a matter of law may be publicly ﬁled with a court (as described in the following paragraph), while any other claims will remain subject to mandatory arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law, and (ii) issue a writte n statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator ’s essential ﬁndings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to obtain in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. The parties shall be responsible for paying their own attorneys’ fees and all other costs they incur related to any arbitration proceeding, except to the extent that applicable law provides for the shifting or the recovery of such fees and costs. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. The arbitration will be conducted in accordance with the Federal Arbitration Act, and any awards or orders in such arbitrat ions may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. Any action or claim that is determined cannot be subject to arbitration as a matter of law, and any claim for injunctive relief to prevent irreparable harm pending the conclusion of any arbitration, must be brought exclusively in the state or federal courts covering the State of Delaware, and each of you and the Company consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such proceeding and waives any objection to venue laid therein. 1016/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 16/19image_1a.jpg For the avoidance of doubt, any other agreement between you and the Company or any of its afﬁliates, whether or not referenced in this Agreement, will be subject to the governing law, dispute resolution, and related provisions of such agreement. Without limiting the foregoing, the Employee Conﬁdential Information and Inventio ns Assignment Agreement that you sign as a condition of your employment (as described below) will be subject to the governing law, dispute resolution, and related provisions of such agreement, except that, notwithstanding anything therein to the contrary , if you and the Company or any of its afﬁliates are or become involved in or ﬁle any proceeding arising under any non-competition , non-solicitation, protection of conﬁdential information or intellectual property , return of property , non-disparagement, or other restrictive covenant obligations in any federal or state court located in Delaware, any similar claims or claims arising under similar provisions of any agreement (including without limitation any claims under the Employee Conﬁdential Information and Inventio ns Assignment Agreement) may be brought in (and each party agrees, upon the request of the other party , to bring or further pursue such claims only in) such state or federal court located in Delaware. You and the Company agree that a federal or state court located in Delaware is an appropriate forum for any such claims. You and the Company hereby consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such proceeding and waive any objection to venue laid therein. WAIVER OF JUR Y TRIAL YOU AND THE COMP ANY HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY (AND WITH RESPECT TO ANY DISPUTE OR CLAIM SUBJECT TO ARBITRA TION UNDER THIS AGREEMENT , ALSO WAIVE THE RIGHT TO A TRIAL IN COURT) WITH RESPECT TO ANY DISPUTES, CLAIMS, OR CAUSES OF ACTION (WHETHER STATUTORY, COMMON LAW, OR OTHER WISE) ARISING FROM OR RELA TING TO THE ENFORCEMENT , BREACH, PERFORMANCE, INTERPRET ATION, OR OTHER WISE OF THIS AGREEMENT , YOUR EMPLOYMENT OR OTHER RELA TIONSHIP WITH THE COMP ANY OR ANY OF ITS AFFILIA TES, OR THE TERMINA TION OF YOUR EMPLOYMENT OR OTHER RELA TIONSHIP WITH THE COMP ANY OR ANY OF ITS AFFILIA TES. Miscellaneous This offer is contingent upon satisfa ctory proof of your right to work in the United States. You will also be expected to abide by the policies, rules, regulations, and codes of the Company and its afﬁliates as they may be in effect from time to time, including without limitation the Company’ s Employee Handbook, as a condition of your employment. You acknowledge that you are aware of Section 304 (Forfeiture of Certain Bonuses and Proﬁts) of the Sarbanes- Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to you in compliance therewith. You acknowledge and agree that you will be subject to any other clawback policy that may be adopted by the Board before or during the Term of Employment. As a condition of your employment, you are also required to sign the Company’ s Employee Conﬁdential Information and Inventions Assignment Agreement. This Agreement, together with your Employee Conﬁdential Information and Inventions Assignment Agreement, and any agreements governing your equity awards, forms the complete and exclusive statement of your employment agreement with the Company . It superse des any other agreements or promises made to you by anyone, whether oral or written, including but not limited to the Consulting Agreement between the Company and Medallion Biopharma 1116/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 17/19image_1a.jpg Consulting, LLC dated October 24, 2022 except as to those provisions which survive termination. Changes in your employment terms, other than those changes expressly reserved to the Company’ s discretion in this Agreement, require a written modiﬁcation signed by an authorized ofﬁcer of the Company . This Agreement (i) may be modiﬁed or waived only by a writing signed by both you and an authorized ofﬁcer of the Company , (ii) shall be binding upon and inure to the beneﬁt of you and the Company and your and its respecti ve heirs, executors, administrators, personal representatives, successors, and permitted assigns, (iii) is not assignable or transferable by you, but is assignable and transferable (in whole or in part) by the Company to an afﬁliate or successor of the Company , and (iv) may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The terms of this Agreement are severable, and the invalidity of any provision of this Agreement shall not affect the validity of any other provision. All invalid provisions shall be deemed severed. This Agreement should not be construed for or against any party . The headings contained in this Agreement are for reference purposes only and shall not in any way af fect the meaning or interpretation of this Agreement. Please sign and date this Agreement below if you wish to accept these terms to govern your employment at Eiger . We look forward to your favorable reply and to a productive and enjoyable work relationship. Sincerely , /s/ Tom Dietz Tom Dietz, Ph.D. Chair , Board of Directors Accepted and agreed: /s/ David Apelian, M.D., Ph.D. 01/09/2023 David Apelian Date 1216/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 18/19image_1a.jpg Exhibit 1 California Labor Code § 2870 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer\\'s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer\\'s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer . (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 1316/04/2025, 06:59 Document https://mcc.law.stanford.edu/capi/ﬁle/1030253 19/19" }, { "role": "assistant", "content": "{\"clause_text\": \"Leave entitlement is 14 days per year after 1 year of service.\", \"clause_type\": \"Leave\", \"compliance_status\": \"Compliant\", \"legal_justification\": \"Matches statutory minimum under Sri Lankan law.\"}" } ]

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