AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTS
Xxxxxxx 00.0
Xxxxxxxxxxx 0000 XXX Amendment
AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTS
This Amendment (the “Amendment”) to the Restricted Stock Unit Award Agreements (as defined below) between Xxxxxx Xxxxxxxxxxx (“Participant”) and Definitive Healthcare Corp. (the “Company”) is effective as of August 9, 2022.
RECITALS
A. On October 7, 2021, the Company granted to Participant two restricted stock unit awards with respect to 433,550 and 216,450 shares of the Company’s Common Stock pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”), as evidenced by the related restricted stock unit notices and agreements issued under the Plan (the “RSU Award Agreements”); and
B. On August 9, 2022, the Compensation Committee of the Board of Directors approved this amendment to the RSU Award Agreements. Unless otherwise defined in this Amendment, the terms used in this Amendment shall have the meanings defined in the Plan.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:
(d) Notwithstanding the preceding provisions of this Section 4, the terms of Section 5 of that certain employment agreement, dated May 4, 2022, by and between the Company and Participant (the “Employment Agreement”) shall apply for purposes of the Participant’s obligations regarding the use or disclosure of the Company’s confidential information and trade secrets.
(d) Notwithstanding the preceding provisions of this Section 5, the terms of Sections 6 and 7 of the Employment Agreement shall apply for purposes of the Participant’s obligations regarding non-competition and non-solicitation.
Notwithstanding the foregoing, the terms of Section 8 of the Employment Agreement shall apply.
To the extent used expressly in this Agreement, the following definitions shall apply. To the extent the same term is defined in the Employment Agreement, the term as defined in the Employment Agreement shall apply.
(j) Other Restrictive Covenants. Notwithstanding any other language in this Agreement, this Agreement does not supersede, and shall not preclude the enforceability of (in addition to enforcement of this Agreement), any restrictive covenant provision contained in any prior or subsequent agreement entered into by the Participant, nor shall any subsequent agreement entered into by the Participant be construed or interpreted as amending, superseding, overriding, or otherwise precluding the enforceability of the restrictive covenants contained herein (including in Sections 4 and 5) unless such subsequent agreement specifically references the applicable covenant in this Agreement and expressly states that such covenant shall be superseded.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year written above.
PARTICIPANT DEFINITIVE HEALTHCARE CORP.
/s/ Xxxxxx Xxxxxxxxxxx /s/ Xxxxxx Xxxxxx
Signature Xxxxxx Xxxxxx
Chief Talent Officer
August 9, 2022 August 9, 2022
Date Date