Employment Letter Agreement, by and between E2open Parent Holdings, Inc. and Susan E. Bennett, dated December 9, 2024

EX-10.1 2 etwo-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

E2open Parent Holdings, Inc.

December 9, 2024

Via Email

Susan E. Bennett

Re: Employment Letter Agreement

Dear Susan:

The purpose of this employment letter agreement (this “Agreement”) is to set forth the terms and conditions of your employment with E2open Parent Holdings, Inc., a Delaware corporation (the “Company”).

Term of Employment. The term of your employment with the Company under the terms and conditions set forth in this Agreement will commence on December 16, 2024 (the “Effective Date”) and shall continue until terminated in accordance with Section 11 hereof (the “Term”).

Title and Duties. During the Term, you will serve as the Chief Legal Officer and Secretary of the Company and will report directly to the Chief Executive Officer of the Company (the “CEO”), and will have such duties and responsibilities typically associated with such position, together with such other duties and responsibilities consistent with your position as reasonably assigned to you from time to time by the CEO and/or the Board of Directors of the Company (the “Board”). You also agree to serve as an officer and/or director of any other member of the Company Group (as defined below) during the Term, in each case, without any additional compensation. During the Term, your principal place of employment shall be in Chicago, Illinois, although you understand and agree that you will be required to travel from time to time for business reasons.

Conduct During Employment. In connection with your employment with the Company as contemplated herein, you agree to observe and comply with all of the rules, regulations, policies and procedures established by the Company or any of its direct or indirect subsidiary companies (collectively, the “Company Group”) from time to time and all applicable laws, rules and regulations imposed by any governmental regulatory authority from time to time. Without limiting the foregoing, you agree that during the Term, you will devote your full business time, attention, skill and best efforts to the performance of your employment duties and responsibilities hereunder. Notwithstanding the foregoing, nothing herein shall preclude you from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (ii) engaging in charitable activities and community affairs, and/or (iii) managing your personal investments and affairs; provided, however, that the activities set forth in clauses (i), (ii), and (iii) shall be limited by you so as not to interfere, individually or in the aggregate, with the performance of your duties and responsibilities hereunder.

Base Salary. During the Term, your annual base salary will be $390,000. Your base salary will be payable in ratable installments over the applicable period of the Term to which the salary relates in accordance with the Company’s regular payroll practices.

Annual Bonus. Commencing with the Company’s 2025 fiscal year, and for each complete fiscal year thereafter during the Term, you will be eligible to receive an annual bonus under the Company’s Executive Annual Incentive Plan (the “EIP”) with a target annual bonus opportunity

equal to one-hundred percent (100%) of your base salary (the “Target Bonus”), based upon the achievement of performance goals established annually by the Compensation Committee of the Board (the “Committee”) (any such earned bonus, the “Annual Bonus”). The level of achievement of such performance goals will be determined by the Committee in its sole discretion. Any Annual Bonus payable to you hereunder will be paid to you at the same time as annual bonuses are generally paid to other similarly-situated executives of the Company in accordance with the EIP, subject to your continued employment through the applicable payment date or as otherwise provided in the EIP. Notwithstanding the foregoing, for the avoidance of doubt, your annual bonus under the EIP in respect of the Company’s 2025 fiscal year shall be prorated based on the number of days you were employed by the Company from the Effective Date through the end of such fiscal year.

Sign-On Award. You will be eligible to receive a one-time cash sign-on award of $250,000 (the “Cash Sign-On Award”), payable to you within ten (10) days following the Effective Date in accordance with the Company’s regular payroll practices; provided, that, in the event (a) you voluntarily terminate your employment with the Company without Good Reason (as defined in the Severance Plan (as defined below)) or (b) your employment with the Company is terminated by the Company for Cause (as defined in the Severance Plan), in each case, within the one (1)-year period following the payment date of the Cash Sign-On Award (the “Clawback Period”), you will be required to reimburse the Company the full amount of the Cash Sign-On Award within fifteen (15) days of such date of termination; provided further, that, if during the Clawback Period, your employment or other service is terminated by the Company without Cause or by you for Good Reason, or a Change in Control occurs (as defined in the E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan, as it may be amended from time to time (the “Incentive Plan”)), in each case, you will not be required to repay the Cash Sign-On Award.

Equity Awards.

(a)

Subject to approval by the Board or the Committee and your continued employment through the applicable grant date, in each case, you will receive the following initial equity grants under the Incentive Plan in respect of the Company’s 2025 fiscal year: (i) time-based restricted stock units in respect of the Company’s common stock with an aggregate value equal to approximately $1,500,000, calculated based on the Fair Market Value of the Company’s Stock (each as defined in the Incentive Plan) on the applicable grant date; (ii) performance-based restricted stock units in respect of the Company’s common stock with a target aggregate value equal to $900,000, calculated based on the Fair Market Value of the Company’s Stock on the applicable grant date; and (iii) time-based stock options in respect of the Company’s common stock with an aggregate value equal to approximately $450,000, calculated based on the Fair Market Value of the Company’s Stock on the applicable grant date, in each case, to be granted to you on or as soon as practicable following the Effective Date (collectively, the “Initial Equity Grants”). The Initial Equity Grants will be subject to the terms and conditions of the Incentive Plan and the applicable award agreements (including, without limitation, the applicable vesting and forfeiture terms set forth therein).

(b)

Commencing with the Company’s 2026 fiscal year, and for each complete fiscal year thereafter during the Term, subject to approval by the Board or the Committee, you shall

be eligible to receive annual equity grants under the Incentive Plan with an aggregate annual target opportunity of at least $1,750,000. The terms and conditions of any such equity grants (e.g., the amounts, performance measures, vesting schedules, allocation between different forms of equity, etc.) shall be determined by the Board or the Committee

in its sole discretion and shall be set forth in the applicable award agreements evidencing such grants.

Benefits. During the Term, you will be eligible to participate in health, insurance, retirement, paid time off and other benefits (excluding severance) provided to other similarly situated executives of the Company in accordance with the Company’s benefit plans, programs and policies in effect from time to time. The Company otherwise expressly reserves the right to change the benefit plans, programs and policies it offers to its employees at any time.

D&O Insurance; Indemnification. During the Term and for a period of no less than six (6) years thereafter, the Company shall procure and maintain a reasonable directors & officers insurance policy that will cover you against potential claims, liability or litigation for matters that occur during the Term, on the same basis that such coverage is provided to covered executive officers and directors of the Company. In addition, you shall be indemnified by the Company to the same extent indemnification is provided to other executive officers and directors of the Company.

10.

Reimbursement of Expenses. The Company shall pay (or promptly reimburse you) for documented, out-of-pocket expenses reasonably incurred by you in the course of performing your duties and responsibilities hereunder during the Term, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to the reporting of such expenses.

11.

At-Will Employment. The nature of your employment with the Company is at-will, meaning that either the Company or you may terminate this Agreement and your employment at any time, with or without cause, and for any reason or for no reason. Upon any termination of your employment with the Company for any reason or no reason, except as otherwise provided for in this Agreement, no further payments by the Company to you will be due other than: (i) any accrued but unpaid base salary through the applicable date of your termination; (ii) any other accrued benefits to which you may be entitled pursuant to the terms of benefit plans in which you participate at the time of such termination (excluding any employee benefit plan providing for severance or similar benefits), in accordance with the terms contained therein; and (iii) any then unpaid amounts for the reimbursement of business expenses submitted in accordance with the Company’s policies and procedures; and (iv) in the event of a termination on account of your death or Disability (as defined in the Incentive Plan) only, a pro-rata Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days you were employed during such fiscal year (which amount shall be paid at such time annual bonuses are paid to other similarly situated senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred); provided, that notwithstanding anything herein to the contrary, if your employment with the Company Group is terminated for Cause, you shall immediately forfeit all rights to any then unpaid Annual Bonus amounts.

Further, upon any termination of your employment with the Company for any reason or no reason, except as may otherwise be requested by an authorized officer of the Company in writing, you will immediately and without the need for any additional action be deemed to have resigned from all directorships, committee memberships, officer positions and any other positions that you hold with

each member of the Company Group and agree to take any actions as may be reasonably required to effectuate the foregoing. Your execution of this Agreement will be deemed the grant by you to the officers of the Company of a limited power of attorney to sign in your name and on your behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

12.

Severance. You and the Company hereby acknowledge and agree that, during the Term, you shall be eligible to participate in the E2open Parent Holdings, Inc. Executive Severance Plan, as it may be amended from time to time (the “Severance Plan”) in accordance with the terms and conditions as in effect from time to time. In consideration for your opportunity to participate in the Severance Plan, you hereby acknowledge and agree that, during the Term, you shall not be eligible to participate in any of the Company Group’s other severance plans, programs, policies or practices.

13.

Proprietary Information Agreement. You will be required as a condition of your continued employment with the Company to execute the Company’s Employee Proprietary Information, Non-Solicitation and Arbitration Agreement (the “Proprietary Information Agreement”), which shall be provided to you under separate cover. The parties hereto acknowledge and agree that this Agreement and the Proprietary Information Agreement shall be considered separate contracts, and the Proprietary Information Agreement will survive the termination of this Agreement for any reason.

14.

Representations. By signing this Agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company hereunder and that your acceptance of this offer of employment and your performance of the contemplated services hereunder does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement to which you are a party to or violate any other legal restriction.

15.

Taxes.

(a)

The Company may withhold from any payments made to you all applicable taxes, including, but not limited, to income, employment, and social insurance taxes, as required by law. You acknowledge and represent that the Company has not provided any tax advice to you in connection with this Agreement and you have been advised by the Company to seek tax advice from your own tax advisors regarding this Agreement and payments and benefits that may be made to you pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to such payments. While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever will any member of the Company Group be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

(b)

Notwithstanding any provision in this Agreement to the contrary:

(i)

The payment (or commencement of a series of payments) of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment will be delayed until such time as you have also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at

which time such nonqualified deferred compensation (calculated as of the date of your termination of employment) will be paid (or commence to be paid) to you on the schedule set forth in this Agreement as if you had undergone such termination of employment (under the same circumstances) on the date of your ultimate

“separation from service.”

(ii)

Any payment otherwise required to be made to you hereunder at any date as a result of the termination of your employment will be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, you will be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence and any remaining payments not so delayed will continue to be paid pursuant to the payment schedule set forth herein.

(iii)

Each payment in a series of payments hereunder will be deemed to be a separate payment for purposes of Section 409A of the Code.

(iv)

To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by you, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

16.

Clawback. Notwithstanding anything to the contrary set forth herein or in any other agreement between you and the Company, you hereby acknowledge and agree that this Agreement shall in all events be subject to (a) any right that the Company may have under any Company clawback policy or any other agreement or arrangement with you, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

17.

Entire Agreement. This Agreement (together with the Severance Plan, the Incentive Plan and the Initial RSU Grant award agreements) contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement can only be modified in a written agreement signed by you and a properly authorized director or officer of the Company.

18.

Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. BY

EXECUTION OF THIS AGREEMENT, YOU ARE WAIVING ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

19.

Successors and Assigns. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or

interests arising hereunder may be assigned by the Company to any person or entity (other than to E2open or to any of the Company’s direct or indirect subsidiary companies) without your prior written consent (which shall not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets of the Company, the Company shall provide that this Agreement be assigned to, and assumed by, the acquirer of such assets, it being agreed that in such circumstances, your consent will not be required in connection therewith. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise, without the prior written consent of the Company; provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee, or other designee, or if there be no such designee, to your estate.

20.

Survival. The provisions of this Agreement shall survive any termination of your employment to the extent necessary to give effect thereto.

[The remainder of this page is intentionally left blank]

If you agree with the terms and conditions of your employment with the Company as set forth herein, please sign the enclosed copy of this Agreement in the space indicated and return it to the Company. Your signature will acknowledge that you have read, understand and agree to the terms and conditions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a portable data format (.pdf) file or image file attachment.

Sincerely,


E2OPEN PARENT HOLDINGS, INC.

By:	/s/ Andrew M. Appel
Name:	Andrew M. Appel
Title:	Chief Executive Officer
Date:	December20, 2024


ACKNOWLEDGED AND AGREED:

Signature:	/s/ Susan E. Bennett
Name:	Susan E. Bennett
Date:	December20, 2024

[Signature Page to Employment Letter Agreement]

EXHIBIT B

Employee Proprietary Information, Non-Solicitation and Arbitration Agreement

(see attached)

[ILLINOIS FORM]

Employee Proprietary Information, Non-Solicitation and Arbitration Agreement

As a condition of my employment with E2open, LLC, its subsidiaries, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice. I have obligations to the Company that may or may not be set forth in this Employee Proprietary Information, Non-Solicitation and Arbitration Agreement (the “Agreement”). Nevertheless, the terms of this Agreement govern over any inconsistent terms otherwise provided to me and this Agreement can only be changed or amended by written agreement signed by me and the Chairman of the Board of the Company.

Confidential Information.

(a)

Company Information. I agree at all times during the term of my employment and for five years thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or company (except within the scope of my employment) without written authorization of the Chairman of the Board of the Company, any Confidential Information of the Company or its affiliates; provided, however, that my nondisclosure obligations under this Section 2(a) with respect to trade secrets shall continue at all times during and following the term of my employment to the extent the information qualifies as a trade secret under applicable law. I understand that “Confidential Information” means any Company or its affiliates’ proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, computer programs, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items, which have become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I also recognize and agree that I have no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. Notwithstanding anything to the contrary herein, nothing in this Agreement is intended to limit my right (i) to discuss the terms, wages, and working conditions of my employment to the extent permitted and/or protected by applicable laws, (ii) to initiate communications directly with, cooperate with, provide information to, cause information to be provided to, or otherwise assist in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law or respond to any inquiry or legal process from any such Governmental Authorities, (iii) to testify, participate or otherwise assist in an

[ILLINOIS FORM]

action or proceeding by any such Governmental Authorities relating to a possible violation of law, (iv) to make any other disclosures that are protected under the whistleblower provisions of any applicable law, (v) to report Confidential Information in a confidential manner either to a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or (iii) to disclose Confidential Information in an anti- retaliation lawsuit or other legal proceeding, so long as that disclosure or filing is made under seal and I do not otherwise disclose such Confidential Information, except pursuant to court order. Nothing herein requires me to obtain prior authorization from the Company or any other person or entity before engaging in any conduct described in this Section 2(a), or to notify the Company or any other person or entity that I have engaged in any such conduct.

(b)

Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c)

Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or company or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

3. Inventions.

(a)

Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company, which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder (collectively

referred to as “Prior Inventions”); or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate any Prior Inventions into any Company invention, improvement, development, product, copyrightable material or trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest, the Company is hereby granted and shall have a non- exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such product, process or machine.

[ILLINOIS FORM]

(b)

Assignment of Inventions. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in the whole or in part, by me during the term of my employment with Company and to the fullest extent allowed by law (collectively referred to herein as “Inventions”). I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all Inventions, except as provided in Section 3(e) below. To the extent allowed by law, this section includes all right of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” or the like. To the extent I retain any such moral rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such moral rights by or authorized by Company and agree not to assert any moral rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by Company.

(c)

Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(d)

Patent and Copyright Registrations. I understand and agree that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment and which are protectable by copyright are “works made for hire” to the greatest extent permitted by applicable law, including the United States Copyright Act (17 U.S.C. §101 et seq.). I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

[ILLINOIS FORM]

(e)

Exception to Assignments. In accordance with 765 ILCS 1060/2(3), I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention developed by me entirely on my own time, without using the Company’s equipment, supplies, facilities, or trade secret information, provided such invention does not relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or results from any work performed by me for the Company. I will advise the Company promptly in writing of any inventions that I believe meet this criteria and not otherwise disclosed on Exhibit A.

Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

Returning Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my employment, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit B.

Notification to New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

Non-Competition. I agree that, during the term of my employment with the Company and for a period of twelve (12) months immediately following the termination of my employment or engagement with the Company for any reason, I shall not, without the Company’s prior written consent, directly or indirectly, as a principal, employee, consultant, partner, or stockholder of, or in any capacity with, any business enterprise (other than in my capacity as a holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) (a) engage in any other employment or business activity, (b) conduct a business, or (c) develop products or services.

Solicitation of Employees/Customers. In consideration of my employment with the Company and the Company providing me with Confidential Information, and so as to enforce this Agreement, during my employment or engagement with the Company and for a period of twelve (12) months after its termination for any reason, I agree that I will not, directly or indirectly, for my own benefit or for the benefit of another, without the Company’s prior written consent:

[ILLINOIS FORM]

(a)

solicit, recruit, encourage, or induce any employee of the Company to terminate his or her relationship with the Company for any reason, or hire any employee of the Company to work in any capacity for a person or entity that offers products or services similar to or competitive with those offered by the Company; for purposes of this Section 8(a), an employee of the Company includes only those individuals with whom I had business contact, or with regard to whom I received Confidential Information, in the course of my employment with the Company, and excludes those individuals whose employment with the Company has been terminated more than ninety (90) days; or

(b)

solicit, call on, recruit, encourage or induce any customer of the Company with whom I had business contact in the course of my employment with the Company, or with regard to whom I received Confidential Information, to terminate its customer relationship or reduce its volume of business with the Company, or to become a customer of another entity if such other entity provides products or services similar to or competitive with those offered by the Company.

Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith. I further acknowledge that (a) I have received good and valuable and adequate consideration in exchange for the covenants contained in this Agreement including, without limitation, professional benefits, financial benefits, significant access to Confidential Information, and training, (b) I fully understand the provisions of this Agreement and I am entering into this Agreement knowingly, freely and voluntarily, (c) the Company has advised me in writing to consult with an attorney or legal counsel prior to signing this Agreement and agreeing to the covenants contained this Agreement, and (iv) I have been given fourteen (14) days from the date of my receipt of this Agreement to consider the terms of this Agreement, although I may sign it at any time sooner.

10.

Arbitration and Equitable Relief.

(a)

Arbitration. Except as provided in Section 10(c) below, I agree that any dispute, claim or controversy concerning my employment with the Company, the termination of my employment with the Company, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in the county of the Company office where I last regularly performed services for the Company, in accordance with the then-in-effect Employment Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator must maintain the confidentiality of the arbitration proceeding and will have the authority to make appropriate rulings to preserve that confidentiality, except as otherwise agreed by the parties or as contrary to applicable law. I acknowledge that the Company will pay the arbitration costs except for the initial filing fee, which is to be paid by me if I initiate the arbitration. The arbitrator, however, may make an award of costs, including arbitration costs, to the prevailing party as part of the arbitrator’s final decision. I agree that each of the parties shall separately pay their own litigation costs and legal counsel’s fees and expenses.

[ILLINOIS FORM]

(b)

Class Action Waiver. All claims covered by this arbitration agreement are intended to be brought and resolved on an individual basis. The Company and I agree that the arbitrator shall not have the authority to consolidate the claims of other employees into a single proceeding, to fashion a proceeding as a class, collective, or representative action, or to award relief to a class or group of employees. Any dispute regarding the enforceability of this class action waiver may not be submitted to an arbitrator. Any such dispute must be submitted to a court of competent jurisdiction. Any other dispute related to the applicability of the arbitration agreement to a certain claim must be submitted to an arbitrator.

(c)

Equitable Remedies. I agree that it would be impossible or inadequate to measure and

calculate the Company’s damages from any breach of the covenants set forth in Sections 2, 3, 5, 7 and 8 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.

11. General Provisions

(a)

Governing Law; Consent to Personal Jurisdiction and Venue. This Agreement will be governed by the laws of the state of the Company office where I last regularly performed services for the Company, regardless of choice of law principles.

(b)

Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No waiver of any rights under this agreement will be effective unless in writing signed by the party waiving its rights. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

(c)

Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d)

Successors and Assigns. This Agreement may not be assigned without the prior written consent of the Company. Subject to the foregoing sentence, this Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

* * *

[ILLINOIS FORM]

I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.


Date:	December 20, 2024

Signature:	/s/ Susan E. Bennett

	Susan E. Bennett
	Name of Employee (typed or printed)