FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 2021, by and between Weber Inc., a Delaware corporation (the “Company”) and Weber HoldCo LLC, a Delaware limited liability company (the “LLC” and, together with the Company, the “Parties”) and [___] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on the signature pages hereto and WEBER INC. Dated as of August 9, 2021Registration Rights Agreement • August 11th, 2021 • Weber Inc. • Household appliances • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of August 9, 2021 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among Weber Inc., a Delaware corporation (the “Company”); the stockholders listed on the signature pages hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
TAX RECEIVABLE AGREEMENT between Weber Inc. and THE PERSONS NAMED HEREIN Dated as of August 9, 2021Tax Receivable Agreement • August 11th, 2021 • Weber Inc. • Household appliances • Illinois
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of August 9, 2021, and is between Weber Inc., a Delaware corporation (including any successor corporation, “PubCo”), Weber HoldCo, LLC, a Delaware limited liability company (and a continuation of the Weber-Stephen Products, LLC partnership for U.S. federal income tax purposes) (“OpCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
September 23, 2022Employment Agreement • December 14th, 2022 • Weber Inc. • Household appliances
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of WEBER HOLDCO LLC Dated as of August 9, 2021Limited Liability Company Agreement • August 11th, 2021 • Weber Inc. • Household appliances • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF WEBER HOLDCO LLC, a Delaware limited liability company (the “Company”), dated as of August 9, 2021, by and among the Company, Weber Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
AGREEMENT AND PLAN OF MERGER By and Among WEBER INC., RIBEYE PARENT, LLC and RIBEYE MERGER SUB, INC. Dated as of December 11, 2022Merger Agreement • December 12th, 2022 • Weber Inc. • Household appliances • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 11, 2022, among Weber Inc., a Delaware corporation (the “Company”), Ribeye Parent, LLC, a Delaware limited liability company (“Parent”), and Ribeye Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WEBER-STEPHEN PRODUCTS LLC August 9, 2021Limited Liability Company Agreement • December 14th, 2021 • Weber Inc. • Household appliances • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Weber-Stephen Products LLC, a Delaware limited liability company, is entered into by WSP IntermediateCo, LLC, a Delaware limited liability company (the “Sole Member”), as the sole member (the Sole Member and any other person who, at such time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement, being a “Member”).
WEBER INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 5th, 2021 • Weber Inc. • Household appliances • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”), which is intended to replace the award previously granted to the Participant by Weber-Stephen Products LLC (“WSP LLC”) pursuant to the Weber-Stephen Products LLC Management Incentive Compensation Plan and the Award Notice dated as of [●] (such award, the “Former LTIP Award”).
December 1, 2021Employment Agreement • December 14th, 2021 • Weber Inc. • Household appliances • Illinois
Weber Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Grant Notice (For Employees)Performance-Based Restricted Stock Unit Award Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of performance-based Restricted Stock Units (the “PSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”), which is intended to replace the award previously granted to the Participant by Weber-Stephen Products LLC (“WSP LLC”) pursuant to the Weber-Stephen Products LLC Management Incentive Compensation Plan and the Award Notice dated as of [•] (such award, the “Former LTIP Award”).
Weber Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 27th, 2021 • Weber Inc. • Household appliances • New York
Weber Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as Representatives, an aggregate of [•] shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), of the Company and, at the election of the Underwriters, up to [•] additional shares of Class A Common Stock. The aggregate of [•] shares of Class A Common Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [•] additional shares of Class A Common Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
October 9, 2019 Herrn Hans-Jürgen Herr [ADDRESS] Retention Bonus AgreementRetention Bonus Agreement • July 12th, 2021 • Weber Inc. • Household appliances
This Retention Bonus Agreement (this “Agreement”), between Hans-Jürgen Herr (the “Employee”) and Weber-Stephen Deutschland GmbH (the “Company”) sets forth the terms and conditions of bonuses to be paid to the Employee by the Company, effective as of September 1, 2019 (the “Effective Date”);
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT ·.Confidential Separation and General Release Agreement • December 14th, 2022 • Weber Inc. • Household appliances
This Confidential Separation and General Release Agreement (this "Agreement")·is made by and between Mary A. Sagripanti ("Executive") and Weber-Stephen Products LLC (the "Company") as of October 3, 2022.
WEBER INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • October 19th, 2021 • Weber Inc. • Household appliances • Delaware
This Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of the Non-Qualified Stock Option (the “Options”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2021 • Weber Inc. • Household appliances • Delaware
AGREEMENT, dated as of [•], 2021 (“Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a “Holder,” and together, the “Holders”) and Weber Inc. (“Pubco”).
ContractLoan Agreement • December 12th, 2022 • Weber Inc. • Household appliances • New York
WHEREAS, reference is made to that certain Loan Agreement, dated as of November 8, 2022 (the “Loan Agreement”), among the Borrower and the Lenders from time to time party thereto.
ContractLimited Liability Company Agreement • December 12th, 2022 • Weber Inc. • Household appliances • Delaware
FIRST AMENDMENT (this “Amendment”) dated as of December 11, 2022 to the AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WEBER HOLDCO LLC, a Delaware limited liability company (the “Company”).
Weber Inc. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Director Restricted Stock Units (the “DRSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”).
REORGANIZATION AGREEMENTReorganization Agreement • July 12th, 2021 • Weber Inc. • Household appliances • New York
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of [•], 2021, is entered into by and among (a) Weber-Stephen Products LLC, a Delaware limited liability company (“WSP”); (b) Weber HoldCo LLC, a Delaware limited liability company (“Holdco”); (c) Weber Merger Sub, LLC, a Delaware limited liability company (“Weber Merger Sub”); (d) WSP Merger Sub, LLC, a Delaware limited liability company (“WSP Merger Sub”); (e) WSP IntermediateCo, LLC, a Delaware limited liability company (“Intermediateco”); (f) BDT WSP Holdings, LLC, a Delaware limited liability company; BDT WSP Blocker, LLC, a Delaware limited liability company (“Blocker”); WSP Investment LLC; and Weber-Stephen Management Pool LLC; and [•]1 (each entity set forth in this clause (f), including Blocker prior to the transaction described in Section 2.2(b)(ii), and any successor to any such entity, including Pubco (as defined below) as successor to Blocker following the transaction described in Section 2.2(b)(ii), a “Pre-IPO LLC
WEBER-STEPHEN MANAGEMENT POOL LLC PROFIT INTEREST AGREEMENTProfit Interest Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
THIS PROFIT INTEREST AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and between Weber-Stephen Management Pool LLC, a Delaware limited liability company (the “Management Pool”), Weber HoldCo LLC, a Delaware limited liability company (the “Company”), and the individual listed on Schedule A (“Holder”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Company LLC Agreement (as defined below), as applicable.
WEBER INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 19th, 2021 • Weber Inc. • Household appliances • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”).
amendment NO. 1 to the TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 12th, 2022 • Weber Inc. • Household appliances
This AMENDMENT NO. 1 (this “Amendment”) to that certain Tax Receivable Agreement, dated as of August 9, 2021 (the “Tax Receivable Agreement”), by and among Weber Inc., a Delaware corporation (the “PubCo”), Weber HoldCo, LLC, a Delaware limited liability company (and a continuation of the Weber-Stephen Products, LLC partnership for U.S. federal income tax purposes) (“OpCo”), BDT WSP Holdings, LLC, a Delaware limited liability company (“Holdings”), and the other parties identified thereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”), is made and entered into by the Requisite Parties (as defined below) on December 11, 2022. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Tax Receivable Agreement.
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENTSeparation Agreement • December 14th, 2022 • Weber Inc. • Household appliances
This Confidential Separation and General Release Agreement (this "Agreement") is made by and between Chris M. Scherzinger ("Executive") and Weber-Stephen Products LLC (the "Company") as of August 12, 2022.
WEBER-STEPHEN MANAGEMENT POOL LLC COMMON UNIT AGREEMENTCommon Unit Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
THIS COMMON UNIT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and between Weber-Stephen Management Pool LLC, a Delaware limited liability company (the “Management Pool”), Weber HoldCo LLC, a Delaware limited liability company (the “Company”), and the individual listed on Schedule A (“Holder”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Company LLC Agreement (as defined below), as applicable.
Weber Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT Grant Notice (For Employees)Restricted Stock Unit Award Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”), which is intended to replace the award previously granted to the Participant by Weber-Stephen Products LLC (“WSP LLC”) pursuant to the Weber-Stephen Products LLC Management Incentive Compensation Plan and the Award Notice dated as of [•] (such award, the “Former LTIP Award”).
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENTConfidential Separation and General Release Agreement • December 14th, 2022 • Weber Inc. • Household appliances
This Confidential Separation and General Release Agreement (this “Agreement”) is made by and between Troy J. Shay (“Executive”) and Weber-Stephen Products LLC (the “Company”) as of August 15, 2022.
STOCKHOLDERS AGREEMENTShareholder Agreement • August 11th, 2021 • Weber Inc. • Household appliances • Delaware
AGREEMENT, dated as of August 9, 2021 (“Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a “Holder,” and together, the “Holders”) and Weber Inc. (“Pubco”).
SERVICE CONTRACT Weber-Stephen Deutschland GmbH, Frankfurt am MainService Contract • July 12th, 2021 • Weber Inc. • Household appliances
Employment Agreement betweenEmployment Agreement • December 14th, 2021 • Weber Inc. • Household appliances
LOAN AGREEMENT dated as of December 11, 2022, between WEBER-STEPHEN PRODUCTS LLC, as the Borrower, and the Lenders referred to herein, as the LendersLoan Agreement • December 12th, 2022 • Weber Inc. • Household appliances • New York
LOAN AGREEMENT dated as of December 11, 2022, among WEBER-STEPHEN PRODUCTS LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party hereto.
