Amendment to Notice of Performance-Based Restricted Stock Unit Grant to David D. Guilmette, dated as of October 17, 2024

EX-10.7 5 alit-20240930xex107xamendm.htm EX-10.7 Document
Exhibit 10.7
AMENDMENT TO
ALIGHT, INC.
2021 OMNIBUS INCENTIVE PLAN

Notice of Restricted Stock Unit Grant

This Amendment (this “Amendment”) to the Notice of Restricted Stock Unit Grant (the “Notice”), by and between Alight, Inc. (the “Company”) and David D. Guilmette (the “Grantee”), is made as of October 17, 2024.
WHEREAS, the Company granted the Grantee 450,762 performance-vested restricted stock units, with respect to Class A common stock, par value $0.0001 per share, with an effective date of grant of October 1, 2024, pursuant to the Alight, Inc. 2021 Omnibus Incentive Plan;
WHEREAS, pursuant to Section 9(m) of the Notice, the Notice may be modified or amended by written agreement executed by the Company and the Grantee; and
WHEREAS, the Company and the Grantee hereby desire to amend the Notice as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee hereby agree that the Notice be amended as follows:
1.Section 2(d)(iii) of the Notice is hereby amended and restated in its entirety as follows:

“If the Grantee experiences a Termination that is the result of (A) a Termination by the Company or any of its Subsidiaries for reasons other than Cause (and not due to death or Disability) or (B) a Termination by the Grantee for Good Reason (any such Termination, a “Qualifying Termination”), then the Performance-Vested RSUs will remain outstanding and, subject to the satisfaction of the Performance Metrics as set forth on Exhibit A, shall remain eligible to become earned as of the Certification Date; provided, however, that if such Qualifying Termination occurs at any time on or within six (6) months prior to a Change in Control or within eighteen (18) months following a Change in Control then the Performance-Vested RSUs will immediately accelerate and become fully vested (with the Performance Metrics deemed achieved at 100% of Target, or at such higher level based on actual performance achievement if the Certification Date occurs on or prior to the date of such Qualifying Termination vesting event). For purposes of this agreement, the term “Good Reason” shall have the meaning assigned to such term under the Grantee’s Amended and Restated Employment Agreement with the Company and Alight Solutions LLC, dated as of October 17, 2024.”

2.Except as provided herein, all other terms of the Notice will remain in full force and effect.

3.This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one in the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

ALIGHT, INC.

/s/ Martin Felli
October 17, 2024
Martin Felli
Chief Legal Officer & Corporate Secretary
Date


GRANTEE

/s/ David D. Guilmette
October 17, 2024
David D. Guilmette
Chief Executive Officer & Vice Chair
Date