NOMINEE AND INDEMNITY AGREEMENT
Exhibit 10.3
This Nominee and Indemnity Agreement (“Agreement”) is entered into as of September 8, 2021, among The Honest Company, Inc. (“Company”), Xxxxxxxxx Management Company, L.L.C. (“Manager”) as investment manager of (i) L Xxxxxxxxx VIII, L.P. (“LC8”) and (ii) L Xxxxxxxxx VIII Offshore, L.P. (together with LC8, the “Investors”), and Xxxx Xxxxxxxx (“Director”).
RECITALS
A. Director has been appointed to serve as a member of the board of directors (the “Board”) of the Company;
B. The Company shall compensate Director for his service on the Board in part with periodic grants of awards to acquire shares of the Company’s Common Stock, currently in the form of restricted stock units (the “Stock Awards”);
C. Director is providing and will provide such services to Company solely in his capacity as a representative of Investors, and is subject to a pre-existing, legally binding agreement that requires that any rights, payments, benefits and/or securities delivered to Director by Company relating to Director’s services to Company shall be received by Manager on behalf of Director solely for the benefit of Investors;
D. Merely for convenience, Director shall acquire legal title to the Stock Awards;
E. Director will also be paid cash compensation by the Company from time to time in the future in consideration of Director’s service on the Board, excluding any amounts paid to Director in reimbursement for expenses incurred to participate in meetings of the Board (“Cash Fees”);
F. Investors wish that Director hold the Stock Awards merely as nominee for Investors and that any and all Cash Fees be paid directly to Manager solely for the benefit of Investors;
G. Director agrees to hold the Stock Awards merely as nominee for Investors; and
H. Director agrees that all Cash Fees shall be paid directly to Manager by the Company.
Now, therefore, for good and valuable consideration, the receipt and adequacy of which is acknowledged hereby, the parties hereto agree as follows:
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AGREEMENT
1. Director agrees that Company shall pay the Cash Fees directly to Manager and not to Director.
2. Director agrees that he will hold the Stock Awards merely as nominee for Investors. Director agrees that he has no discretionary duties with respect to any of the Stock Awards, but must act only on explicit instructions of Manager acting on behalf of Investors. Director agrees to act upon such instructions and to take no action with respect to any Stock Award in the absence of such instructions.
3. Director agrees to hold the Stock Awards for convenience only and acknowledges and agrees that he will not assert any rights of ownership of any Stock Award (except in his capacity as a representative of Investors and their affiliates).
4. Director agrees to account fully to Investors as to the Stock Awards.
5. From time to time, Manager, acting on behalf of Investors, may request that Director sell shares acquired under the terms of a Stock Award. After all contractual vesting requirements based on service as a member of the Board have been satisfied by Director, Manager may request that Director transfer legal title to the shares of the Company’s Common Stock (“Common Stock”) subject to the Stock Award to Investors or an affiliate of either Investor, including Manager. Unless either Investor issues different instructions, such transfer of legal title of Common Stock shall be made to Manager. Each Investor hereby agrees to assume its Pro Rata Portion of all obligations of Director under any agreement or other process for implementing the sale or transfer of some or all of the shares of Common Stock covered by a Stock Award and to indemnify and hold harmless Director and Company against any and all expenses, claims, obligations, actions, damages, amounts paid or payable in settlement and all other liabilities (including without limitation reasonable attorney’s fees and costs) (collectively, “Liabilities” and individually, a “Liability”) resulting from or incurred by Director or Company in connection with the issuance, holding, sale, exchange or other transfer of the Stock Award or any shares of Common Stock subject to the Stock Award; provided, that Investors shall have no obligation under this Section 5 with respect to any particular Liability to the extent caused by the gross negligence or willful misconduct of Director or Company, including but not limited to a grossly negligent or willful breach by Director of Director’s obligations under this Agreement. For purposes of this Agreement, “Pro Rata Portion” shall mean, with respect to any Investor, a fraction, (i) the numerator of which is the aggregate indirect equity interest held by such Investor in the Company and (ii) the denominator of which is the sum of all aggregate indirect equity interests held by all Investors in the Company.
6. Manager agrees to take responsibility for all tax consequences arising from the Cash Fees or under any Stock Award and to indemnify each of Director and Company with respect to any tax liabilities that may be incurred by Director or Company with respect to the Cash Fees or any Stock Award. Company agrees to treat Manager as the holder of the Stock Award solely with respect to any tax reporting obligations of Company and to treat Manager as the payee of the Cash Fees with respect to any tax reporting obligations of Company. Company
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agrees to pay the Cash Fees directly to Manager and to implement any transfer of Common Stock requested by Manager pursuant to Section 5 above that is in compliance with applicable law. Company is a party to this Agreement solely for the purpose of indicating its acknowledgement of and agreement to the manner in which it shall discharge its obligations regarding the treatment of the Cash Fees and the Stock Awards set forth in this Section 6 and to receive the benefits of Investors’ and Manager’s indemnification of Company as set forth herein.
7. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, that all of which together shall constitute one and the same instrument. This Agreement may only be modified in a writing signed by both parties. No modification of this Agreement which attempts either to reduce Company’s rights or to alter Company’s responsibilities under this Agreement shall be effective without Company’s express written consent to such modification.
In Witness Whereof, the parties hereto have executed this Agreement on the date first above written.
Manager:
XXXXXXXXX MANAGEMENT COMPANY, L.L.C.
| By: | /s/ Xxx Xxxx | ||||
| Name: | Xxx Xxxx | ||||
| Title: | Authorized Signatory | ||||
Investors:
L XXXXXXXXX VIII, L.P.
By: Xxxxxxxxx Managing Partner VIII, L.L.C.
Its: General Partner
By: C8 Management, L.L.C.
Its: Managing Member
By: Xxxxxxxxx Managing Partner VIII, L.L.C.
Its: General Partner
By: C8 Management, L.L.C.
Its: Managing Member
| By: | /s/ Xxxxx XxXxxxxxx | ||||
| Name: | Xxxxx XxXxxxxxx | ||||
| Title: | Authorized Signatory | ||||
L XXXXXXXXX VIII OFFSHORE, L.P.
By: Xxxxxxxxx Managing Partner VIII, L.L.C.
Its: General Partner
By: Xxxxxxxxx Managing Partner VIII, L.L.C.
Its: General Partner
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By: C8 Management, L.L.C.
Its: Managing Member
| By: | /s/ Xxxxx XxXxxxxxx | ||||
| Name: | Xxxxx XxXxxxxxx | ||||
| Title: | Authorized Signatory | ||||
Director:
XXXX XXXXXXXX
| /s/ Xxxx Xxxxxxxx | ||
Company:
| By: | /s/ Xxxxxxx Xxxxxxx | ||||
| Name: | Xxxxxxx Xxxxxxx | ||||
| Title: | General Counsel | ||||
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