THIS EMPLOYMENT AGREEMENT (this Agreement) dated as of June 22, 2020, between Cosmos Acquisition, LLC, a Delaware limited liability company (the Company), and Andrew Rush (the Executive).
W I T N E S S E T H
WHEREAS, the Company desires to employ the Executive as Chief Operating Officer (COO) of the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executives employment with the Company.
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 parties hereto hereby agree as follows:
1. POSITION AND DUTIES.
(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as COO of the Company. In this capacity, the Executive shall report directly to, and have the duties, authorities and responsibilities determined from time to time by, the Companys Chief Executive Officer (the CEO).
(b) During the Employment Term, the Executive shall devote all of the Executives business time, energy, business judgment, knowledge and skill and the Executives best efforts to the performance of the Executives duties with Cosmos Parent, LLC (Parent), the Company, and each of their direct and indirect subsidiaries and affiliates (collectively, the Company Group), as applicable, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of charitable, civic, social and religious organizations, (ii) participating in charitable, civic, social, religious, educational, professional, community or industry affairs, and (iii) managing the Executives personal investments, in each case so long as such activities in the aggregate do not interfere or conflict with the Executives duties hereunder, create a potential business or fiduciary conflict or otherwise result in a breach of this Agreement.
2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term commencing as of the date hereof (the Effective Date) and ending upon the termination of the Executives employment in accordance with Section 6 hereof, subject to Section 7 hereof. The period of time between the Effective Date and the termination of the Executives employment hereunder shall be referred to herein as the Employment Term.
3. BASE SALARY. The Company agrees to pay the Executive a base salary at an annual rate of not less than $375,000, payable in accordance with the regular payroll practices of the Company. The Executives base salary shall be subject to annual review by the CEO, and may be adjusted from time to time by the CEO; provided, however, the Executives base salary shall not be subject to any decrease, except as part of across-the-board decreases of not more than 10% for the senior executives of the Company. The base salary as determined herein and adjusted from time to time shall constitute Base Salary for purposes of this Agreement.