CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(b)(10) BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....
Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS EXHIBIT, MARKED BY [***], HAS BEEN
OMITTED PURSUANT TO REGULATION S-K, ITEM 601(b)(10) BECAUSE IT IS NOT MATERIAL AND
WOULD
LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
PROPRIETARY AND CONFIDENTIAL
Amendment to Engagement Letter
This Amendment (the “Amendment”) is to the Interim Chief Executive Officer Services Engagement Letter, dated December 6, 2019 and effective as of December 9, 2019 (the “Original Engagement Letter”), between Winter Harbor LLC ("Winter Harbor") and Summer Infant, Inc. and its various affiliates and subsidiaries ("Summer Infant" or the "Company").
The parties hereby agree to amend the Fees and Expenses section of the Original Engagement Letter to add the following:
| (a) | Beginning the week of February 23, 2020 until the Agreement is terminated, the weekly fee shall be fixed at $40,000. |
| (b) | If, prior to the termination of this Agreement, the Company consummates a transaction constituting a “Change in Control” (as defined in the Company’s Change In Control Plan), the Company shall pay Winter Harbor a success fee, payable at closing, based on the per share consideration received by the holders of the Company’s common stock (net of transaction expenses and after repayment of any debt) in the transaction as set forth on the attached Schedule A. |
| (c) | Out-of-pocket expenses (including transportation, lodging, meals, communications, supplies, etc.) will be billed weekly at the actual amounts incurred. |
This Amendment shall be deemed effective upon execution of the Amendment by each of the parties below. Except to the extent expressly provided in this Amendment, the terms and conditions of the Original Engagement Letter shall remain in full force and effect. This Amendment and the Original Engagement Letter constitute and contain the entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof.
| WINTER HARBOR LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Member and Managing Partner | |
| Date: | February 28, 2020 | |
| SUMMER INFANT, INC. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | CFO | |
| Date: | February 28, 2020 | |
SCHEDULE A
| Share Price*: | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | ||||||||||||||
| Bonus: | $ | 50,000 | $ | 100,000 | $ | 250,000 | $ | 300,000 | $ | 375,000 | $ | 450,000 | $ | 550,000 |
| * | Share price to be appropriately adjusted if the Company subdivides outstanding shares of Common Stock into a larger number of shares, or combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares. |
