July 2, 2020
As you know, following the acquisition of the parent company of Badoo Limited (Badoo) by Buzz Holdings L.P. (Parent), we are implementing a new Employee Incentive Plan (the EIP) to better align our company and everyones continued efforts. We are excited for Badoos new chapter and appreciate your continued leadership and efforts.
In connection with the integration, we are phasing out the Badoo Limited LTIP (together with any award letter(s) between you and Badoo, the Badoo LTIP), and Badoo is pleased to offer you the opportunity to earn a bonus equal to a total of £86,729.00 (the Bonus Award), which represents certain amounts accrued in respect of the Badoo LTIP, as further described below. This Bonus Award letter (the Award Letter) sets forth the terms and conditions of your Bonus Award.
1. Bonus Award.
a. Subject to the terms of the Agreement, Badoo (or an affiliate) will pay to you the Bonus Award, which shall vest and become payable as follows, in each case, subject to your continued employment with Badoo (or one of its affiliates) through the applicable Vesting Date: (i) 50% of the Bonus Award (£43,364.50) will vest and become payable on November 28, 2020 and (ii) the remaining 50% of the Bonus Award (£43,364.50) will vest and become payable on May 28, 2021 (each such date, a Vesting Date); provided, that if a Vesting Date falls on a weekend or a bank holiday, the Vesting Date shall instead be the closest business day before the applicable Vesting Date set forth above.
b. Payment of the applicable portion of the Bonus Award will be made to you on, or within 30 days following, the Vesting Date.
2. Acknowledgement and Full Satisfaction. You acknowledge and agree that:
a. Other than Milestone 1 (for which you acknowledge and agree you have previously received full payment earned with respect thereto), no additional Milestone Events (as defined in the Badoo LTIP) have been satisfied, or will be able to be, satisfied, and no additional amounts have been earned by you under the Badoo LTIP;
b. Your opportunity to earn the Bonus Award is in replacement of any rights you have, or may be deemed to have, to earn any future, additional payments under the Badoo LTIP; and
c. You have no further interest in the Badoo LTIP, your award under the Badoo LTIP will be canceled, and you shall have no ability or entitlement to earn or vest in any unvested or unearned amounts under the Badoo LTIP, and you will be entitled to no other or further compensation, remuneration, payments or benefits of any kind in connection with the Badoo LTIP.