Contract
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4858-9732-6242v.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between RumbleOn, Inc. (the “Company”), and Xxxxxxx Xxxx (“Employee”), effective as of June 24, 2024 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee shall serve, as Senior Vice President and Chief Financial Officer of the Company and in such other positions as the Company may request from time to time. Employee shall perform the duties required of her hereunder from the Company’s Irving, Texas office or such other location that the Company may designate from time to time as its primary headquarters; provided, however, Employee acknowledges and understand that business travel may be required in the performance of Employee’s duties hereunder. 2. Duties and Responsibilities. During the Employment Period, Employee shall devote Employee’s best efforts and full business time to the business of the Company and its direct and indirect subsidiaries as may exist from time to time (collectively, the Company and its direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Company from time to time. As Senior Vice President and Chief Financial Officer, Employee will report to the Company’s Chief Executive Officer. Employee’s duties and responsibilities shall include those normally incidental to the position(s) identified in Section 1, as well as such additional duties as may be assigned to Employee by the Company from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without violating this Section 2, (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) engage in other business activities, in each case, so long as such investment, interests, or activities do not interfere with Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not in breach of Employee’s obligations to any member of the Company Group. 3. Compensation. (a) Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $385,000 (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated employees as may exist from time to time, but no less frequently than monthly. (b) Signing Bonus. Within thirty (30) days of the Effective Date, the Company shall pay to Employee a one-time bonus of $25,000 (the “Signing Bonus”); provided, however, that to earn such Signing Bonus, Employee must be continuously employed by the Company from the Effective Date through the date such Signing Bonus is paid. (c) Annual Bonus. For each complete calendar year that Employee is employed hereunder, Employee shall be eligible for discretionary bonus compensation with a target amount of 75% of Employee’s Base Salary (the “Annual Bonus”). The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the board of Exhibit 10.1
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2 directors of the Company (the “Board”) or a committee thereof in its discretion, and which targets may include components based on Company and personal performance. Notwithstanding the foregoing, Employee shall be eligible to receive a discretionary, pro rata bonus for the portion of the 2024 calendar year that Employee is employed by the Company hereunder (the “2024 Bonus”). Each Annual Bonus (and the 2024 Bonus), if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable year to which the Annual Bonus (or 2024 Bonus) relates (such applicable year, a “Bonus Year”) have been achieved, but in no event later than March 15 following the end of such Bonus Year (or, for the 2024 Bonus, no later than March 15, 2025). Notwithstanding anything in this Section 3(c) to the contrary, no Annual Bonus (or 2024 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus or 2024 Bonus is paid. (d) Annual Equity Grant. Subject to the approval of the Compensation Committee of the Board, the Company shall provide Employee with a pro-rated equity grant of restricted stock units for calendar year 2024 with a target incentive opportunity equal to 75% of Employee’s Base Salary (the “Equity Grant”), which Equity Grant shall include 25% time-based and 75% performance-based metrics and shall be subject to the terms of the RumbleOn, Inc. 2017 Stock Incentive Plan, as may be amended or restated from time to time (the “Stock Incentive Plan”), the RumbleOn, Inc. Equity Granting Policy (the “Equity Granting Policy”) and the applicable award documentation. For calendar years following 2024 in which the Employment Period remains in effect, Employee shall be eligible for potential, additional discretionary awards, in each case subject to the approval of the Compensation Committee of the Board, the terms of the Stock Incentive Plan, the Equity Granting Policy and the applicable award documentation. (e) Signing Equity Grant. Subject to the approval of the Compensation Committee of the Board, the Company shall provide Employee with a grant of time-based restricted stock units worth $50,000 at the time of grant, which grant shall be subject to the terms of the Stock Incentive Plan, the Equity Granting Policy and the applicable award documentation. 4. Term of Employment. Employee is employed hereunder on an at-will basis, and Employee’s employment pursuant to this Agreement shall begin on the Effective Date and continue until terminated pursuant to Section 7 below. The period from the Effective Date through the date of the termination of Employee’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.” 5. Expenses. Subject to Section 23, the Company shall reimburse Employee for Employee’s reasonable, out-of-pocket business-related expenses incurred in the performance of Employee’s duties under this Agreement; provided, however, that any expenses shall be incurred and documented in accordance with the Company’s expense reimbursement policies as in effect from time to time. Any reimbursement of expenses shall be made by the Company upon or following receipt of Employee’s claim for such expense reimbursement made in accordance with applicable Company policies (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). 6. Benefits. During the Employment Period, Employee shall be eligible to participate in the same benefit plans and programs in which executive level Company employees are eligible
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6 Severance Multiple; provided, however, on the Company’s first regularly scheduled pay date that is on or after the date that is sixty (60) days after the Termination Date (the “First Payment Date”), the Company shall pay to Employee, without interest, a number of such installments equal to the number of such installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s regularly scheduled pay dates on or following the Termination Date, and each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates applicable to the period through the remainder of the period that is six (6) months after the Termination Date. As used herein, “Change in Control” has the meaning given to it in the Stock Incentive Plan. (B) If, during any portion of the period following the Separation Date that equals the number of months within the Severance Multiple (the “COBRA Period”) Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to continue coverage under the Company’s group health plans pursuant to COBRA for Employee and Employee’s eligible dependents, then the Company shall provide for the payment of the Employee’s monthly COBRA payment for Employee and any of the Employee’s dependents that were participating in such plan immediately prior to Employee’s termination (the “COBRA Subsidy”). The Company will provide the COBRA Subsidy until the earliest of: (i) the last date of the COBRA Period; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage, or (iii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall promptly be reported to the Company). If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to continue to cover the Employee or the Employee’s dependents under its group health insurance plans, then the Company shall pay Employee an equivalent monthly cash payment such that Employee receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for the COBRA Period. (C) For the avoidance of doubt, the Severance Payment and COBRA Subsidy (and any portion thereof) shall not be payable if (1) Employee’s employment hereunder terminates due to Employee’s death, Disability, resignation without Good Reason, or termination by the Company for Cause. (D) If the Release is not executed and returned to the Company on or before the Release Expiration Date, or Employee has revoked the Release prior to the expiration of the required revocation period, then Employee shall not be entitled to any portion of the Severance Payment. As used herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur no later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other
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8 (i) disclosures to other employees of a member of the Company Group who need to know the information in connection with the businesses of the Company Group; (ii) disclosures and uses that are approved in writing by the Board; or (iii) disclosures to a person or entity that has (x) been retained by a member of the Company Group to provide services to one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement in a form acceptable to the Company. (c) Upon the end of the Employment Period, and at any other time upon request of the Company (whether before or after expiration of the Employment Period), Employee shall promptly surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company Group property (including any Company Group-issued computer, mobile device or other equipment) in Employee’s possession, custody or control and Employee shall not retain any such documents or other materials or property of the Company Group. Within five (5) Business Days of any such request, Employee shall certify to the Company in writing that all such documents, materials and property have been returned to the Company. (d) “Confidential Information” means all confidential, competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to Employee (whether conveyed orally or in writing), individually or in conjunction with others, during the period that Employee is employed by the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or otherwise) including: (i) technical information of any member of the Company Group, its affiliates, its customers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (ii) information relating to any member of the Company Group’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks); (iii) other valuable, confidential information and trade secrets of any member of the Company Group, its affiliates, its customers or other third parties; and (iv) any other information that is competitively valuable to any member of the Company Group by virtue of not being publicly known. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms
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10 employed by any member of the Company Group, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities involve direct or indirect oversight of, or responsibility for, duties or responsibilities that are the same or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group; (ii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group or about whom or which Employee obtained Confidential Information or for whom or which Employee had direct or indirect responsibilities on behalf of the Company Group to cease or lessen such customer’s or supplier’s business in the Market Area with any member of the Company Group; or (iii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group or hire or engage any employee or contractor of any member of the Company Group. (c) The following terms shall have the following meanings: (i) “Business” shall mean the business and operations that are the same or similar to those performed by the Company and any other member of the Company Group for which Employee provides services or about which Employee obtains Confidential Information during the Employment Period, which business and operations include: the sale or lease of new or pre-owned motorcycles, three-wheeled motorcycles/autocycles, snowmobiles, watercraft, ATVs, UTVs, side-by-sides, or other modes of transportation for either on-road or off-highway use (“Powersports Equipment”); the sale, leasing, rental, financing, servicing (including supply of parts) and ancillary activities relating to Powersports Equipment; and any other business engaged in by any member of the Company Group during Employee’s employment therewith. (ii) “Market Area” shall mean any location within fifty (50) miles of any retail location operated by the Company or another member of the Company Group as of the time that Employee ceases to be employed by the Company or any other member of the Company Group; provided, however, the Market Area shall not include any geographic area within the State of California.
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12 ideas, formulae, processes, techniques, data and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during the period in which Employee is employed by the Company or any other member of the Company Group, whether or not registerable under U.S. law or the laws of other jurisdictions, that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or Confidential Information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company in writing. To support Employee’s disclosure obligation herein, Employee shall keep and maintain adequate and current written records of all Company Intellectual Property made by Employee (solely or jointly with others) during the period in which Employee is or has been employed by the Company or any other member of the Company Group in such form as may be specified from time to time by the Company. These records shall be available to, and remain the sole property of, the Company at all times. (b) All of Employee’s works of authorship and associated copyrights created during the period in which Employee is employed by the Company or any other member of the Company Group and in the scope of Employee’s employment or engagement shall be deemed to be “works made for hire” within the meaning of the Copyright Act. To the extent any right, title and interest in and to Company Intellectual Property cannot be assigned by Employee to the Company, Employee shall grant, and does hereby grant, to the Company Group an exclusive, perpetual, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, use, sell, offer for sale, import, export, reproduce, practice and otherwise commercialize such rights, title and interest. (c) To the extent allowed by law, this Section applies to all rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like, including without limitation those rights set forth in 17 U.S.C. §106A (collectively, “Moral Rights”). To the extent Employee retains any Moral Rights under applicable law, Employee hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company or any member of the Company Group, and Employee hereby waives and agrees not to assert any Moral Rights with respect to such Moral Rights. Employee shall confirm any such ratifications, consents, waivers, and agreements from time to time as requested by the Company. (d) All inventions (whether or not patentable), original works of authorship, designs, know-how, mask works, ideas, trademarks or names, information, developments, improvements, and trade secrets of which Employee is the sole or joint author, creator, contributor, or inventor that were made or developed by Employee prior to Employee’s employment with the Company or any other member of the Company Group, or in which Employee asserts any intellectual property right, and which are applicable to or relate in any way to the business, products, services, or demonstrably anticipated research and development or business of any member of the Company Group (“Prior Inventions”) are listed on Exhibit A, and Employee represents that Exhibit A is a complete list of all such Prior Inventions. If no such list is attached, Employee hereby represents and warrants that there are no Prior Inventions, and Employee shall make no claim of any rights to any Prior Inventions. If, in the course of Employee’s employment
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13 with the Company or any other member of the Company Group, Employee uses in connection with or otherwise incorporates into the product, process, or device of any member of the Company Group a Prior Invention, the Company Group is hereby granted and will have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, import, export, offer for sale, sell and otherwise commercialize such Prior Invention as part of or in connection with (i) such product, process, or device of any member of the Company Group and (ii) the conduct of the business of the Company Group. (e) Employee shall perform, during and after the period in which Employee is or has been employed by the Company or any other member of the Company Group, all acts deemed necessary or desirable by the Company to permit and assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Intellectual Property and Confidential Information assigned, to be assigned, or licensed to the Company under this Agreement. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property or Confidential Information. (f) In the event that the Company (or, as applicable, a member of the Company Group) is unable for any reason to secure Employee’s signature to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, mask work or other applications or to enforce any patent, copyright, mask work, moral right, trade secret or other proprietary right under any Confidential Information or Company Intellectual Property (including derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in part, continuing patent applications, reissues, and reexaminations of such Company Intellectual Property), Employee hereby irrevocably designates and appoints the Company and each of the Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and instead of Employee (i) to execute, file, prosecute, register and memorialize the assignment of any such application, (ii) to execute and file any documentation required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets or other rights under the Confidential Information or Company Intellectual Property, all with the same legal force and effect as if executed by Employee. (g) In the event that Employee enters into, on behalf of any member of the Company Group, any contracts or agreements relating to any Confidential Information or Company Intellectual Property, Employee shall assign such contracts or agreements to the Company (or the applicable member of the Company Group) promptly, and in any event, prior to Employee’s termination. If the Company (or the applicable member of the Company Group) is unable for any reason to secure Employee’s signature to any document required to assign said contracts or agreements, or if Employee does not assign said contracts or agreements to the Company (or the applicable member of the Company Group) prior to Employee’s termination, Employee hereby irrevocably designates and appoints the Company (or the applicable member of the Company Group) and each of the Company’s duly authorized officers and agents as
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15 16. Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum and venue of the state and federal courts (as applicable) located in Dallas, Texas. 17. Entire Agreement and Amendment; Satisfaction of Prior Obligations. (a) This Agreement contains the entire agreement of the parties with respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings (including any offer letter or similar agreement), oral or written, between the parties hereto concerning the subject matter hereof. For the avoidance of doubt, this Agreement supersedes and replaces in its entirety that certain offer letter from the Company to Employee dated June 2, 2024 (the “Offer Letter”), and Employee acknowledges and agrees that Employee has no further rights or entitlements pursuant to the Offer Letter. (b) This Agreement may be amended only by a written instrument executed by both parties hereto. 18. Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by such waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time. 19. Assignment. This Agreement is personal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the Company Group and to any successor to or acquirer of (whether by merger, purchase or otherwise) all or substantially all of the equity, assets or businesses of the Company. 20. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first Business Day after such notice is sent by express overnight courier service, or (c) on the second Business Day following deposit with an internationally-recognized second-day courier service with proof of receipt maintained, in each case, to the following address, as applicable: If to the Company, addressed to: RumbleOn, Inc. 000 X. Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxx 00000 Attn: Chief Executive Officer
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SIGNATURE PAGE TO EMPLOYMENT AGREEMENT Employee and the Company each have caused this Agreement to be executed and effective as of the Effective Date. EMPLOYEE /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx XXXXXXXX, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer
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SIGNATURE PAGE TO EMPLOYMENT AGREEMENT EXHIBIT A PRIOR INVENTIONS 1. The following is a complete list of all Prior Inventions relevant to the subject matter of Employee’s employment by the Company that have been made or conceived or first reduced to practice by Employee alone or jointly with others prior to Employee’s employment with or affiliation with the Company or any other member of the Company Group: Check appropriate space(s): None. See below: Due to confidentiality agreements with a prior employer, Employee cannot disclose certain Prior Inventions that would otherwise be included on the above-described list. Additional sheets attached. 2. Employee proposes to bring to Employee’s employment the following devices, materials, and documents of a former employer or other person to whom Employee has an obligation of confidentiality that is not generally available to the public, which materials and documents may be used in Employee’s employment pursuant to the express written authorization of Employee’s former employer or such other person (a copy of which is attached to this Agreement): Check appropriate space(s): None. See below. Additional sheets attached.