Employment Term Sheet, dated as of June 11, 2021, by and between Seven Oaks Acquisition Corp. and Chieh Huang

The initial term of employment will be two (2) years; thereafter, the term of the Agreement shall automatically be extended for additional one (1) year periods unless the Company or Executive give written notice to the other party at least ninety (90) days in advance of the expiration of the initial term or any subsequent term of the intent not to extend this Agreement.

The employment shall be “at-will.”

This will be a full-time position and Executive is expected to devote all time and attention to the fulfillment of the duties hereunder. Executive shall be able to participate in charitable, civic, educational, or community affairs as disclosed to and approved in writing by the Company’s board of directors (the “Board”) in advance, so long as such activities do not, either individually or in the aggregate, interfere or conflict with Executive’s duties hereunder or result in a breach of any restrictive covenant obligation.

This position will be based in New York, New York and Executive may be required to travel in fulfillment of Executive’s duties and responsibilities hereunder.

Executive shall receive an annual cash bonus with a target annual opportunity of 75% of Base Salary, subject to applicable withholdings, with 75% of the bonus based on Company performance objectives, which shall be determined by the Board each year based on financial metrics consistent with the annual budget approved by the Board (with half of such metrics based on budget gross profit achievement and half based on EBITDA achievement) and 25% of the bonus based individual performance objectives, which shall be established by the Executive and approved by the Board (the “Annual Bonus”).

The Annual Bonus shall be determined on a sliding scale with the minimum Annual Bonus payable at 50% of Base Salary payable if 90% of the overall performance metrics are achieved, the target bonus of 75% of Base Salary payable if 100% of the overall performance metrics are achieved, and the maximum Annual Bonus of 150% of Base Salary payable if 125% of the overall performance metrics are achieved), subject to applicable withholdings. The Annual Bonus amount payable will be subject to straight-line interpolation between 90% of the overall performance metrics achieved and 100% of the overall performance metrics achieved and between 100% of the overall performance metrics achieved and 125% of the overall performance metrics achieved.

The determination of the amount of the Annual Bonus to be paid and the achievement of the applicable Company and individual performance metrics shall be determined by the Board in good faith. The Annual Bonus shall be subject to Executive’s continuous employment through the payment date and shall be payable in the first payroll period following the completion of the Company’s audited financials related to the performance year, which in no event shall be later than December 31^st of the year following the year to which such Annual Bonus relates.

Executive would be subject to standard non-disclosure and proprietary information covenants during and after the term of employment and a mutual non-disparagement covenant applicable during employment (for mutual disparagement, the Company would direct the members of the board from disparaging Executive).

Executive would be subject to (i) a non-competition provision during employment and for the twenty-four (24) month period thereafter applicable to the business of Boxed as it is conducted or planned to be conducted as of Executive’s termination or resignation from employment, provided that such twenty-four (24) month period shall be subject to reduction for any period of transition support that Executive provides at the request of the Company following a Change in Control, for a maximum reduction of up to twelve (12) months; (ii) a non-solicitation of employees and consultants provision during employment and for the twenty-four (24) month period thereafter; and (iii) a non-solicitation of customers, clients, investors, financing sources, vendors, suppliers, etc. provision during employment and for the twenty-four (24) month period thereafter.

It is the intention of the parties that Executive’s performance of the services under the employment agreement and payments to Executive under the employment agreement shall not implicate Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). In the event that Executive’s performance of the services or any payment due to the Executive under the employment agreement would subject Executive to the additional tax and interest imposed by Section 409A, or any interest or penalties with respect to such additional tax (such additional tax, together with any such interest or penalties, are collectively referred to as the “Section 409A Tax”), the Company shall modify the employment agreement to make it compliant with Section 409A and maintain the value of the payments and benefits under the employment agreement.

If at the time of the Executive’s termination of employment, the Executive is a “specified employee,” under Section 409A, any and all amounts payable under the employment agreement on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, the date of the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 409A; (B) benefits which qualify as excepted welfare benefits pursuant to Section 409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A. Each payment made under the employment agreement shall be treated as a separate payment and the right to a series of installment payments under the employment agreement is to be treated as a right to a series of separate payments.

The Company will establish a long-term incentive plan (“LTIP”) for the Executive applicable for three years (the “LTIP Period”) under which restricted stock units (RSUs) covering 1,500,000 shares of common stock will be granted subject to the following time-based or performance-based vesting conditions:

·     300,000 RSUs shall vest as follows: (i) 1/3 shall vest on the first anniversary of the LTIP effective date, subject to Executive’s continuous employment through such date; (ii) an additional 1/3 shall vest on the second anniversary of the LTIP effective date, subject to Executive’s continuous employment through such date; and (iii) the last 1/3 shall vest on the third anniversary of the LTIP effective date, subject to Executive’s continuous employment through such date (collectively, the “Time-Based RSUs”).

·     The remaining RSUs must satisfy the following performance-based vesting conditions to vest:

i.      150,000 RSUs will vest if the Gross Profit Target during the LTIP Period is 85% achieved, as determined on a cumulative basis;

ii.     An additional 150,000 RSUs will vest if at any time during the LTIP Period the common stock of the Company is trading above $12.00 for 20 trading days of any consecutive 30-day trading day period ((i) and (ii) the “Below Target Plan RSUs”);

iii.     An additional 175,000 RSUs will vest if the Gross Profit Target during the LTIP Period is 100% achieved, as determined on a cumulative basis;

iv.    An additional 175,000 RSUs will vest if at any time during the LTIP Period the common stock of the Company is trading above $15.00 for 20 trading days of any consecutive 30-day trading day period ((iii) and (iv) the “On Target Plan RSUs”);

v.    An additional 275,000 RSUs will vest if during the last year of the LTIP Period the Gross Profit Target is 115% achieved; and

vi.   An additional 275,000 RSUs will vest if at any time during the LTIP Period the common stock of the Company is trading above $18.00 for 20 trading days of any consecutive 30-day trading day period ((v) and (vi) the “Upside Plan RSUs”).

The term “Gross Profit Target” shall be defined by the Board in the initial LTIP per Exhibit A.

In the event that the Executive is terminated without Cause or resigns for Good Reason during the LTIP Period, the Executive shall remain eligible to vest in the unvested performance-based RSUs as follows:

·      If such termination without Cause or resignation for Good Reason occurs during the first year of the LTIP Period, Executive remains eligible to vest in the Below Target Plan RSUs subject to the actual achievement of the performance vesting conditions applicable to such RSUs by the end of the LTIP Period.

·      If such termination without Cause or resignation for Good Reason occurs during the second year of the LTIP Period, Executive remains eligible to vest in both the Below Target Plan RSUs and the On Target Plan RSUs subject to the actual achievement of the performance vesting conditions applicable to such RSUs by the end of the LTIP Period.

·      If such termination without Cause or resignation for Good Reason occurs during the third year of the LTIP Period, Executive remains eligible to vest in the Below Target Plan RSUs, the On Target Plan RSUs, and the Upside Plan RSUs subject to the actual achievement of the performance vesting conditions applicable to such RSUs by the end of the LTIP Period.

In the event of a Change in Control, then subject to the Executive’s continued employment through the Change in Control and for a period of twelve (12) months thereafter, Executive shall vest:

·       In the Below Target Plan RSUs if the net sale price upon such Change in Control is at least $12.00 per share;

·      In the Below Target Plan RSUs and the On Target Plan RSUs if the net sale price upon such Change in Control is at least $15.00 per share; and

·      In the Below Target Plan RSUs, On Target Plan RSUs, and the Upside Plan RSUs, if the net sale price upon such Change in Control is at least $18.00 per share.

Any unvested Time-Based RSUs shall not accelerate upon a Change in Control and will remain subject to the vesting schedule described above. In the event of a Change in Control, if the performance metrics described above are not achieved, the Below Target Plan RSUs, On Target Plan RSUs, and/or Upside Plan RSUs, as applicable, shall be forfeited and cancelled.

If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within six months prior to a Change in Control or within the twelve (12) months following a Change in Control, then Executive shall vest:

·      In all unvested Time-Based RSUs;

·      In the Below Target Plan RSUs if the net sale price upon such Change in Control is at least $12.00 per share;

·      In the Below Target Plan RSUs and the On Target Plan RSUs if the net sale price upon such Change in Control is at least $15.00 per share; and

·     In the Below Target Plan RSUs, On Target Plan RSUs, and the Upside Plan RSUs, if the net sale price upon such Change in Control is at least $18.00 per share.

In the event of a Change in Control, if the performance metrics described above are not achieved, the Below Target Plan RSUs, On Target Plan RSUs, and/or Upside Plan RSUs, as applicable, shall be forfeited and cancelled.

“Change in Control” shall have the meaning as defined in the LTIP.