June , 2021
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$85,000 in cash for your membership on the Board and the Governance and Compensation Committee, with payments to be made in equal quarterly installments in arrears and prorated for your partial year of service during the 2021 fiscal year;
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$ ,000 in cash for your membership [chairmanship of] in the Committee, with payments to be made in equal quarterly installments in arrears and prorated for your partial year of service during the 2021 fiscal year; and
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$145,000 in the form of deferred stock units (valued upon grant), with the first grant made at the time of the IPO and priced at the same price as the IPO and all subsequent grants made as of the first business day following the date of the Annual Meeting of the Companys shareholders (starting with the Annual Meeting that occurs during the 2022 fiscal year).
All deferred stock units granted will have a one-year vesting schedule, and vest in full at each Annual Meeting of the Companys shareholders, with the initial grant made at the time of the IPO vesting in full at the Annual Meeting that occurs during the 2022 fiscal year.
At your option, you may elect to receive up to the entire Retainer amount of $ in the form of deferred stock units by contacting the Corporate Secretary of the Board, Claudio Morfe, at ***@***. This election must be made prior to the issuance of deferred stock units, initially at the time of the IPO, and at each Annual Meeting thereafter.
You will also be reimbursed for all reasonable out-of-pocket business expenses, consistent with the Companys policies.
As a member of the Board, you will be covered by the Companys directors liability insurance on the same basis as the other members of the Board and will be covered by the directors indemnification provisions contained in the Companys organizational documents. During the period of your service as a member of the Board, you agree to observe and comply with all lawful rules, regulations, policies and procedures established by the Company from time to time and all applicable laws, rules and regulations that relate to your appointment. During your Board service, you will not undertake any outside activity, whether or not competitive with the business of the Company or its affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with any of your duties or obligations to the Company or any of its affiliates.
This letter agreement sets forth the entire agreement between the parties and supersedes and terminates all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your engagement by the Company. This letter agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and a duly authorized representative of the Company.
Nothing in this offer should be construed to interfere with or otherwise restrict in any way the rights of the Company and its shareholders to remove any individual from the Board at any time in accordance with the provisions of applicable law and the Companys organizational documents.