FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 2021, by and between Weber Inc., a Delaware corporation (the “Company”) and Weber HoldCo LLC, a Delaware limited liability company (the “LLC” and, together with the Company, the “Parties”) and [___] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and WEBER INC. Dated as of [•], 2021Registration Rights Agreement • July 12th, 2021 • Weber Inc. • Household appliances • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2021 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among Weber Inc., a Delaware corporation (the “Company”); the stockholders listed on Schedule A hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
TAX RECEIVABLE AGREEMENT between Weber Inc. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Illinois
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between Weber Inc., a Delaware corporation (including any successor corporation, “PubCo”), Weber HoldCo, LLC, a Delaware limited liability company (and a continuation of the Weber-Stephen Products, LLC partnership for U.S. federal income tax purposes) (“OpCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of WEBER HOLDCO LLC Dated as of [•], 2021Limited Liability Company Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF WEBER HOLDCO LLC, a Delaware limited liability company (the “Company”), dated as of [•], 2021, by and among the Company, Weber Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WEBER-STEPHEN PRODUCTS LLCLimited Liability Company Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
Weber Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Grant Notice (For Employees)Performance-Based Restricted Stock Unit Award Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of performance-based Restricted Stock Units (the “PSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”), which is intended to replace the award previously granted to the Participant by Weber-Stephen Products LLC (“WSP LLC”) pursuant to the Weber-Stephen Products LLC Management Incentive Compensation Plan and the Award Notice dated as of [•] (such award, the “Former LTIP Award”).
October 9, 2019 Herrn Hans-Jürgen Herr [ADDRESS] Retention Bonus AgreementRetention Bonus Agreement • July 12th, 2021 • Weber Inc. • Household appliances
This Retention Bonus Agreement (this “Agreement”), between Hans-Jürgen Herr (the “Employee”) and Weber-Stephen Deutschland GmbH (the “Company”) sets forth the terms and conditions of bonuses to be paid to the Employee by the Company, effective as of September 1, 2019 (the “Effective Date”);
Weber Inc. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Director Restricted Stock Units (the “DRSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”).
REORGANIZATION AGREEMENTReorganization Agreement • July 12th, 2021 • Weber Inc. • Household appliances • New York
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of [•], 2021, is entered into by and among (a) Weber-Stephen Products LLC, a Delaware limited liability company (“WSP”); (b) Weber HoldCo LLC, a Delaware limited liability company (“Holdco”); (c) Weber Merger Sub, LLC, a Delaware limited liability company (“Weber Merger Sub”); (d) WSP Merger Sub, LLC, a Delaware limited liability company (“WSP Merger Sub”); (e) WSP IntermediateCo, LLC, a Delaware limited liability company (“Intermediateco”); (f) BDT WSP Holdings, LLC, a Delaware limited liability company; BDT WSP Blocker, LLC, a Delaware limited liability company (“Blocker”); WSP Investment LLC; and Weber-Stephen Management Pool LLC; and [•]1 (each entity set forth in this clause (f), including Blocker prior to the transaction described in Section 2.2(b)(ii), and any successor to any such entity, including Pubco (as defined below) as successor to Blocker following the transaction described in Section 2.2(b)(ii), a “Pre-IPO LLC
WEBER-STEPHEN MANAGEMENT POOL LLC PROFIT INTEREST AGREEMENTProfit Interest Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
THIS PROFIT INTEREST AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and between Weber-Stephen Management Pool LLC, a Delaware limited liability company (the “Management Pool”), Weber HoldCo LLC, a Delaware limited liability company (the “Company”), and the individual listed on Schedule A (“Holder”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Company LLC Agreement (as defined below), as applicable.
WEBER-STEPHEN MANAGEMENT POOL LLC COMMON UNIT AGREEMENTCommon Unit Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
THIS COMMON UNIT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and between Weber-Stephen Management Pool LLC, a Delaware limited liability company (the “Management Pool”), Weber HoldCo LLC, a Delaware limited liability company (the “Company”), and the individual listed on Schedule A (“Holder”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Company LLC Agreement (as defined below), as applicable.
Weber Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT Grant Notice (For Employees)Restricted Stock Unit Award Agreement • July 12th, 2021 • Weber Inc. • Household appliances • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan (the “Plan”), which is intended to replace the award previously granted to the Participant by Weber-Stephen Products LLC (“WSP LLC”) pursuant to the Weber-Stephen Products LLC Management Incentive Compensation Plan and the Award Notice dated as of [•] (such award, the “Former LTIP Award”).
SERVICE CONTRACT Weber-Stephen Deutschland GmbH, Frankfurt am MainService Contract • July 12th, 2021 • Weber Inc. • Household appliances
