Contract
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1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is executed as of September 30, 2024 by and between Xxxxxx Xxxxxx (“Executive”), and Sprout Social, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company and Executive are parties to that certain Amended and Restated Executive Employment Agreement, dated November 29, 2019 (the “Prior Agreement”), pursuant to which Executive has been employed as the Company’s Chief Executive Officer; WHEREAS, the Company and Executive agree that effective October 1, 2024 (the “Effective Date”), Executive shall transition from the Company’s Chief Executive Officer to the position of Executive Chairman in accordance with the terms and conditions set forth herein; WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement, effective as of the Effective Date; and WHEREAS, Executive acknowledges and agrees that this Agreement and the terms contained herein shall not trigger the Good Reason provision (or any other severance rights) contained in the Prior Agreement. NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Executive, the parties agree as follows: 1. Position and Duties. Executive shall serve as Executive Chairman. In this capacity, Executive shall also serve as an employee of the Company, reporting directly to the Company’s Board of Directors (the “Board”) and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. Executive’s duties and responsibilities shall include all that are usual and customary to the position of Executive Chairman and such managerial duties and responsibilities as may be assigned hereafter from time to time by the Board. Executive shall use Executive’s best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and shall perform Executive’s fiduciary duties and responsibilities to the Company to the best of Executive’s ability in a diligent, trustworthy, businesslike and efficient manner. Executive shall devote substantially all of Executive’s business time, attention and energies exclusively to the business interests of the Company and the Board while employed by the Company, except as provided for herein or otherwise specifically approved in writing by the Board. It shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, so long as such activities do not adversely affect the performance of Executive’s job duties or violate the terms of this Agreement or Executive’s CIIAA (defined below). 2. Base Salary. During the term of this Agreement, the Company shall pay Executive a base salary of $350,000 per annum, less applicable taxes and withholdings (“Base Salary”), payable in accordance with the normal payroll practices and schedule of the Company. 3. Incentive Compensation. (a) Short-term Incentive Program. With respect to each fiscal year of the Company commencing with the 2025 fiscal year, Executive will be eligible to earn an annual cash performance-based bonus, which shall be targeted at 50% of Executive’s Base Salary. For the portion of any 2024 annual bonus that relates to the fourth quarter of 2024 (i.e., on and after the Effective Date), the target will be 12.5% of Executive’s Base Salary. The amount of any such bonus will be based on the achievement of Company and/or individual performance objectives, in each case, that are established by the Company in its sole discretion for the applicable performance period. Notwithstanding anything to the contrary herein, Executive’s bonus, if any, may be below
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3 self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (b) Termination by the Company Without Cause or for Good Reason in the Event of a Change in Control. If Executive’s employment by the Company is terminated by the Company or any successor entity without “Cause” (and not due to Disability or death) or by Executive for Good Reason within three (3) months prior to or within twelve (12) months following the effective date of a “Change in Control” (as defined in the Company’s 2019 Incentive Award Plan, as such plan may be amended from time to time), provided that such termination constitutes a Separation from Service, without regard to any alternative definition thereunder, then in addition to paying or providing Executive with the Accrued Amounts and contingent upon Executive and the Company timely executing a Release Agreement within 60 days of the effective date of termination, the Company will provide the following “Change in Control Severance Benefits”: i. A cash severance payment equal to eighteen (18) months of Executive’s Base Salary at the time of termination, less applicable withholdings and deductions, paid in the form of salary continuation, with the first payment to be made on the next regularly scheduled payroll date after the effective date of the Release Agreement as defined therein; ii. If Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of: (i) eighteen (18) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. iii. Executive’s target Bonus for the calendar year in which the date of Executive’s termination occurs, less applicable withholdings and deductions, paid over eighteen (18) months in substantially equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly; and iv. any unvested stock options, restricted stock units, performance stock units and such other equity-based awards granted pursuant to the Company’s 2016 Stock Plan, 2019 Incentive Award Plan or any other equity plan or arrangement maintained by the Company that is outstanding immediately prior to the date of Executive’s termination shall automatically become fully vested and exercisable (as applicable) as of
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9 to prevent you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any 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. You hereby consent to the personal jurisdiction and venue of the state and federal courts in and for the county in which the Company’s headquarters are located for any court action brought pursuant to this Section. [Remainder of Page Intentionally Blank; Signature Page to Follow]
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- 10 307361029 v2 IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Executive Employment Agreement to be duly executed as of the date first written above. /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx SPROUT SOCIAL, INC. By: /s/ Xxx Xxx Xxxxx Name: Xxx Xxx Xxxxx
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- 11 307361029 v2 EXHIBIT A EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT