Settlement Agreement, dated March 9, 2023, by and between Brand Loyalty International B.V. and Ms. C.M.P. Mennen-Vermeule

​

Exhibit 10.1

​

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT AS SUCH INFORMATION WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SUCH EXCLUSIONS HAVE BEEN MARKED WITH A [****].

​

sETTLEMENT AGREEMENT

​

​
THE undersigned:
​

​

and

​

​

The parties under (1) and (2) will jointly be referred to as the "Parties", and each individually as a "Party".

​

BACKGROUND

​

​

AVE AGREED AS FOLLOWS:

The employment agreement between the Parties, as well as any other employment agreement between the Director and any member of the Group, shall terminate by mutual consent on 30 June 2023 (the “Termination Date”).

If the Director takes up employment outside the Group before the Termination Date, the employment agreement between the Parties will terminate by mutual consent as of the date on which the new employment agreement starts (the "Earlier Termination Date"). In that event, the Director will not be bound by the applicable notice period and the remaining gross monthly salary inclusive of emoluments between the Earlier Termination Date and the original Termination Date shall be paid out in full as a lump sum payment within one month following the Earlier Termination Date. All other arrangements in this agreement remains in force.

​

​

The Company shall ensure that the Director shall be deregistered from the trade register and other public records as soon as possible after the date of this agreement. The Director shall reasonably cooperate where required in order to ensure deregistration.

The Company and any other group company affiliated with the Group where the Director held a statutory board position acknowledge and confirm that, also after the Termination Date, the Director will remain to be covered under the applicable D&O insurance/policy for her period as statutory board member (or, as the case may be, officer role) and that the D&O insurance/policy shall not be cancelled or adversely amended for the Director.

The Company shall not owe any severance to the Director.

The Director hereby waives any claim, if applicable, under extra-statutory benefits, payments, redundancy pay (wachtgeld) or any other claim under the employment agreement (including but not limited to the entitlement to the severance payment in the amount of a gross annual salary as included in her employment agreement) a social plan or collective bargaining agreement (including but not limited to supplementary schemes or other payments) in connection with the termination of the employment agreement, other than the payments due under this agreement.

This settlement agreement expressly does not constitute a termination with consent (opzegging met instemming) within the meaning of Article 7:671 paragraph 1, opening words, of the Dutch Civil Code, but a termination by way of mutual consent within the meaning of Article 7:670b Dutch Civil Code. The Director recognises not to be entitled to a transition payment (transitievergoeding) within the meaning of Article 7:673 Dutch Civil Code or any other statutory payment

​

​

The Director is no longer eligible for new equity-related incentives (hereinafter referred to as: the Incentives). As regards Incentives acquired and not yet exercised by the Director, the provisions of the relevant plans, including the Omnibus Incentives Plan, apply.

The Company shall fulfill all its obligations arising from any pension commitment made to the Director until the Termination Date in accordance with the applicable laws and regulations. At the Termination Date, the Director’s participation in any pension scheme or company scheme (other than the D&O insurance/policy) shall be terminated.

Within one month after the Termination Date, the Company shall provide the Director with a final statement for the period until the Termination Date (which will include, among others, payment of any outstanding wages, holiday allowance, remaining holiday balance and any unpaid invoice in accordance with the applicable expense policy (provided that the invoice is submitted prior to the Termination Date). The Director agrees not to incur any more business expenses as from the date of this agreement.

The Director shall be released in full of any job duties, and the Parties confirm that the Director has not provided any services to any of the Group companies since 4 January 2023.

Because the Director has not been involved since 4 January 2023, there are no specific tasks to be transferred. The Director will remain available to answer questions until the Termination Date with respect to the duties exercised by her prior to 4 January 2023.

On the Termination Date or on such earlier date as the Company may reasonably request, the Director will return in good order to the Company all items, including written documents and photocopies of the same made available by the Director and its affiliated companies, which the Director has or will acquire (including, but

​

​

not limited to, credit cards, communication equipment, keys, documents, handbooks, financial information, plans, digital data carriers, access passes, tablets and laptop). Until the Termination Date, the Director will continue to use all items listed in this clause in the usual manner, which means that this use will not lead to more costs for the Company than the average amount of costs that the Director incurred in this respect in the three months prior to the date on which this agreement is signed.

To the extent not already transferred, the Company shall arrange the transfer of the Directors mobile phone and mobile phone number to the Director without consideration (om niet).

The Company pay the legal fees incurred by the Director in connection with the termination of the employment agreement and the resignation from the various statutory board positions. The invoices over the various months shall be made out in the name of the Director, shall contain an overview of the total hours spent and shall be paid directly by the Company to the lawyers of the Director at [****].

Parties agree to jointly draw up the text of the internal communication of Director’s departure. Neither Party will make any statement other than those agreed beforehand.

Parties will refrain from making (and cooperating with) any publication or public announcement regarding the other Party without the prior written consent of the other Party. This includes that neither Party will seek media or press engagement. They will also (continue to) maintain generally acceptable behaviour towards one another in all other respects and refrain from making any negative statements about the other Party.

Except when required on the basis of a legal obligation (financial reporting obligations included), Parties will not without the prior written consent of the other Party disclose the terms and conditions of this agreement, or any details of the discussions and negotiations that led to this agreement, in any way to third parties, other than the professional advisers involved in this agreement who require the information for the performance of their duties.

The Director remains bound to the agreed upon confidentiality arrangement in

​

​

clause 8 of the employment agreement dated 14 September 2011.

As of the date of this agreement, the Director shall no longer be bound by any restrictive covenants applicable to her (this includes any agreed upon ancillary activities clause, non-compete, non-poaching and non-solicitation). To the extent required, the Company hereby waives – and shall ensure that members of the Group shall wave – any such restrictive covenant.

This termination agreement fully represents all arrangements made between the Parties regarding the termination of the employment agreement. After the date of this termination agreement, the Parties may not exercise any rights against each other in connection with the employment agreement and the termination of the employment agreement (and statutory board positions), or in other connection, other than the rights under this termination agreement.

Except where it concerns compliance with this termination agreement, the Parties hereby grant each other full and final acquittance / discharge in relation to the employment agreement and termination of the employment agreement (and all related dealings) and waive any rights that the Parties may have against each other.

The final acquittance / discharge granted also mutually relates to any claims concerning legal entities affiliated within the Company. The Director expressly and irrevocably also grants this final discharge towards the companies affiliated with the Company. This also includes (previous) shareholders and any (former) affiliates in the Group.

This final discharge does not apply to the corporate duties of and the performance thereof by the Director as director under the articles of association of the Company and as director under the articles of association of the companies affiliated with the Company. The Company shall ensure that discharge from liability will be included on the agenda of the first meeting of the competent bodies (including the general meeting) where such resolutions can be validly adopted in accordance with the applicable rules of company law, provided that no facts or circumstances are currently known that would preclude discharge. The Company confirms that at the time of signing of this agreement, no facts and circumstances are known which could prevent such discharge from being granted to the Director.

​

​

[SIGNATURES FOLLOW ON THE NEXT PAGE]

​

​

​

​

Agreed on 9 March 2023:

​

​

​

/s/ F.M.P. Bekkers /s/ Claudia Mennen

The CompanyThe Director

​

​

​

Annex 1

​

​