URBAN COMPASS, INC.
EMPLOYMENT AGREEMENT AMENDMENT
The following amendment (the Amendment) is made as of January 25, 2021 by and between Urban Compass, Inc, a Delaware corporation (the Company), and Robert Reffkin (the Executive) and amends that certain Letter Agreement governing the terms of Executives employment with the Company, dated March 12, 2020 (the Employment Agreement). Terms not otherwise defined herein are defined in the Employment Agreement.
WHEREAS, the Company and the Executive previously entered into the Employment Agreement.
WHEREAS, the Company and Executive desire to amend the Employment Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. Amendments to Section 4 Severance Benefits.
1.1 Effective as of the date hereof, Section 4(a) of the Employment Agreement is hereby amended and restated as follows:
General. If you are subject to an Involuntary Termination, you will be entitled to the severance benefits described in this Section 4. However, this Section 4 will not apply unless: (i) you return or destroy all Company property in your possession and (ii) you execute a general release of all claims that you may have against the Company or persons affiliated with the Company in the form attached as Exhibit C hereto. You must execute and return the release on or before the date specified by the Company in the prescribed form (the Release Deadline). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 4. For purposes of this Section 4 in connection with an Involuntary Termination at any time, your base salary will be deemed to be $400,000.
2. Amendments to Section 12 - Definitions.
2.1 Effective as of the date hereof, the definition of Cause as set forth in Section 12 of the Employment Agreement is hereby amended and restated as follows:
Cause means (a) your unauthorized use or disclosure of the Companys confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) your material breach of any agreement between you and the Company, (c) your commission of an act of personal dishonesty, fraud, deceit, or embezzlement in connection with your employment, (d) your material failure to comply with the Companys policies or rules, including, without limitation, the Companys policies or rules regarding harassment, alcohol or substance abuse, confidentiality, workplace violence, and discrimination, (e) your conviction of, or your plea of guilty or no contest to, a felony or a crime of moral turpitude, (f) your failure to perform lawfully assigned duties after receiving written notification of the failure from the Companys Board of Directors, or (g) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation in writing, or (h) your engagement in gross misconduct or gross neglect of your duties where such misconduct or neglect is materially and demonstrably injurious to the Company, or (i) your breach of any fiduciary duty owed to the Company by you that has or could reasonably be expected to have a detrimental effect on the Companys reputation or business. In the case of clauses (b), (d),