This Employment Agreement (this Agreement) is entered into effective as of January 3, 2020 (the Effective Date), by and among Waitr Holdings Inc., a Delaware corporation (the Company), and Carl A. Grimstad (Executive).
WHEREAS, the Company wishes to employ Executive and Executive wishes to be employed by the Company; and
WHEREAS, the Company and Executive desire to enter into an agreement reflecting the terms of such employment, including the rights and obligations of each party hereto.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Term of Employment. Subject to the provisions for earlier termination provided in Section 7 hereof, the term of this Agreement shall commence on the Effective Date and shall continue for twenty-four months until termination on January 3, 2022 (the Term).
2. Executives Duties. During the Term, Executive shall serve as the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the Board). In such position, Executive shall have such duties, authority, and responsibilities as shall be determined from time to time by the Board, which duties, authority, and responsibilities are consistent with Executives position (the Services). During the Term, Executive will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board.
(a) Base Salary. For services rendered by Executive under this Agreement, the Company shall pay to Executive a monthly base salary of $83,333 per month, subject to applicable withholding taxes, payable in accordance with the Companys customary payroll practices as in effect from time to time (the Monthly Compensation).
(b) Bonus. In addition to the Monthly Compensation, if Executive performs the Services for the full twenty-four-month Term, the Company shall pay to Executive a bonus of $3,000,000 payable within 15 days after the end of the Term (the Bonus and together with the Monthly Compensation, the Compensation); provided, however, that in the event of termination by Executive for Good Reason (as defined herein) or termination by the Company other than for Misconduct (as defined herein), the Bonus shall be paid within 15 days of the Date of Termination (as defined in Section 7(f) herein).