THIS CONSULTING AGREEMENT (Agreement) effective as of September 1, 2021 (the Effective Date), is made by and between Premier, Inc., a Delaware corporation (Company), and William Mayer (Consultant). Company and Consultant are referred to collectively as the Parties and each individually as a Party.
WHEREAS, Consultant is a former director of Company, and the services of Consultant and his knowledge of the affairs of Company are of great value to Company; and
WHEREAS, Company desires to engage Consultant to perform the services described in this Agreement, and Consultant is willing to provide such services on the terms set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter set forth, the Parties, intending to be legally bound, agree as follows:
1.1 Term. Company hereby engages Consultant for a one-year period commencing on the Effective Date (the Term), subject to the terms and conditions set forth in this Agreement. The Term may be renewed for successive one-year periods by mutual written agreement of the Parties.
1.2 Consultants Duties and Responsibilities. During the Term, Consultant shall provide consulting and advisory services with respect to strategic issues concerning Companys business (collectively, the Services), as reasonably requested by Companys Chief Executive Officer from time to time. During the Term, Consultant is required, at the request of Company, to put forth reasonable efforts to faithfully perform the Services on a part-time basis and on a schedule mutually agreeable to Company and Consultant.
1.3 Company Policies. Consultant will comply with Companys Code of Conduct and Insider Trading Policy, attached as Exhibits A and B hereto, as well as any other written Company policies and procedures provided to Consultant (collectively, Company Policies), as each may be modified from time to time, and except as otherwise agreed in writing shall recuse himself from participation in any matter in which he or any organization with which he is affiliated has an actual or potential conflict of interest. It shall be Consultants express obligation to promptly inform Company of the existence of any potential or actual conflict of interest. Company shall be the final arbiter with respect to whether recusal is required.
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Consulting Fee. Subject to the terms and conditions hereof, Company agrees to grant to Consultant, as compensation in full for the Services provided during the Term, (i) $250,000 in Restricted Stock Units (the RSUs) calculated as of the Effective Date and (ii) $75,000 in cash payable in equal quarterly amounts. Consultant understands that the RSUs are granted to Consultant under, and subject to the terms of, the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (the EIP), including without limitation that such RSUs will only vest if Consultant provides the Services required under this Agreement throughout the Term.