Upbound (UPBD)2025-02-20 12:14Compensation and Benefits - The Executive's annual base salary is set at 4,950,000 for 2025[10]. - In the event of termination without Cause or for Good Reason, the Executive is entitled to two times the salary and bonus, payable in equal monthly installments over 24 months[26]. - If terminated due to Disability or death, the Executive or beneficiary will receive accrued compensation and a pro-rata bonus[28]. - The Company will cover legal fees for Executive or Executive's beneficiary if the Company fails to comply with obligations after a Change in Control[64]. - The Company will pay for Benefit Continuation Coverage for up to 24 months following termination if COBRA is elected[79]. - The Pro Rata Bonus is calculated based on the number of days worked in the year of termination[82]. Employment Terms - The Executive's employment will commence on June 1, 2025, and will continue until terminated as per the agreement[5]. - The Executive's employment is at-will and can be terminated by either party at any time[36]. - A general release agreement must be executed by the Executive to receive severance payments or benefits[38]. - The Company agrees to reimburse the Executive for all reasonable expenses incurred during cooperation following termination of employment[35]. Role and Responsibilities - The Executive will serve as the Chief Executive Officer and report directly to the Board of Directors[6]. - The Executive's place of employment will be at the Company's principal office in Plano, Texas, with reasonable business travel as needed[13]. - The Company will reimburse the Executive for reasonable business expenses incurred during the performance of duties[12]. Confidentiality and Non-Compete - Confidential Information includes non-public financial forecasts, historical financial data, and other business information disclosed to the Executive[39]. - The Executive is prohibited from holding a 5% or greater equity interest in a Competitive Enterprise for two years post-termination[46]. - The definition of "Competitive Enterprise" includes any entity engaged in the rent-to-own or lease-to-own business[47]. - The Executive is restricted from soliciting clients or employees for two years after termination[49]. - The Company is entitled to injunctive relief in case of breach of confidentiality or non-compete clauses[53]. - The Executive's entitlement to payments ceases if there is a breach of specified sections[55]. Legal and Compliance - The Agreement is governed by the laws of the State of Texas, and any disputes will be subject to arbitration[65]. - Payments under the Agreement are intended to comply with Section 409A of the Internal Revenue Code to avoid tax penalties[67]. - If Executive is a "specified employee," payments may be delayed for six months after separation from service[68]. - The Agreement supersedes all prior agreements related to the subject matter, except for specific agreements mentioned[74]. - The Agreement may be executed in counterparts, and electronic signatures are considered original[84]. Miscellaneous - The Company must provide written notice for any communications related to this Agreement[60]. - The Company may assign the Agreement to any of its Affiliates or successors without Executive's consent[61]. - Executive's beneficiary can be designated in a written beneficiary designation filed with the Company[62].