Clear Secure(YOU) - 2024 Q4 - Annual Results

EMPLOYMENT AGREEMENT This document outlines the comprehensive terms and conditions of employment between Secure Identity, LLC and Jennifer Hsu, covering compensation, duties, termination, and restrictive covenants Introduction This Employment Agreement, dated February 20, 2025, is between Secure Identity, LLC (the "Employer") and Jennifer Hsu ("Executive"), outlining the terms and conditions of Executive's employment - The agreement is between Secure Identity, LLC and Jennifer Hsu[2] - The effective date of the agreement is February 20, 2025[2] 1. Employment This section formally establishes the employment relationship between the Employer and the Executive under the terms and conditions specified in the Agreement - The Employer agrees to employ the Executive, and the Executive agrees to be employed by the Employer, subject to the Agreement's terms[2] 2. Term of Employment The Executive's employment term commences on March 31, 2025, and continues until terminated as per Section 5. Employment is contingent upon successful completion of a background check and onboarding process - The Commencement Date for Executive's employment is March 31, 2025[3] - The Agreement is null and void if the Executive fails to complete a background check with acceptable results and the Company's onboarding process prior to the Commencement Date[3] - Continued employment is contingent on successful completion of any required background checks[3] 3. Duties and Responsibilities The Executive will serve as Chief Financial Officer, performing customary duties and other assigned tasks, primarily from the New York, NY office. The Executive must devote full working time to the Company's business and comply with all applicable laws and company policies - Executive's initial position is Chief Financial Officer (CFO)[4] - Primary work location is the Company's office in New York, NY, with in-person work required[4] - Executive must devote full working time to the Company and comply with all applicable laws and Company policies[4] 4. Compensation and Benefits This section details the Executive's compensation structure, including base salary, expense reimbursement, eligibility for various benefit plans, a discretionary annual bonus, and equity grants, along with relocation assistance 4.(a) Base Salary This subsection specifies the Executive's annual base salary Annual Base Salary | Compensation Type | Amount | | :---------------- | :----- | | Annual Base Salary | $500,000 | - Base Salary is subject to review by the Compensation Committee[6] 4.(b) Expense Reimbursement This subsection outlines the policy for reimbursing the Executive's business expenses - Executive will be reimbursed for ordinary and necessary business expenses in accordance with Employer's customary practices and policy[6] 4.(c) Benefit Plans, Fringe Benefits and Vacations This subsection details the Executive's eligibility for various employee benefit plans and vacation policies - Executive is eligible to participate in 401(k), medical, dental, life insurance, disability, and other employee benefit plans generally available to executives[6] 4.(d) Discretionary Annual Bonus Policy This subsection describes the Executive's eligibility for a discretionary annual bonus - Executive is eligible for a discretionary annual bonus under the Company's Bonus Policy[6] Annual Bonus Target Opportunity | Bonus Type | Target Opportunity | | :--------- | :----------------- | | Annual Bonus | 80% of Base Salary | - Payment of the Annual Bonus is contingent on continuous employment through the payment date and determined by the Compensation Committee[6] 4.(e) Equity Grants This subsection details the Executive's eligibility for equity awards, including initial and future grants - Executive is eligible for Annual Equity Awards, typically comprising time-based and performance-based restricted stock units (RSUs), subject to Compensation Committee approval and continued employment[6][7] 4.(e)i. 2025 RSU Award This sub-subsection specifies the details of the Executive's 2025 Restricted Stock Unit (RSU) award 2025 RSU Award Grant Date Value | Award Type | Grant Date Value | | :--------- | :--------------- | | 2025 RSU Award | $1,750,000.00 | - The 2025 RSU Award will be granted on the first day of the month following the Commencement Date[8] - Time-based portion vests in three annual installments on February 27; performance-based portion cliff-vests on February 27, 2028[8] 4.(e)ii. Future Annual Equity Awards This sub-subsection outlines the Executive's eligibility for subsequent annual equity awards - Executive is eligible for Annual Equity Awards in 2026 and later years, subject to continued employment, Plan terms, CEO discretion, and Compensation Committee approval[8] 4.(f) Sign-On Equity Award This subsection details the Executive's one-time sign-on equity award Sign-On RSU Award Total Target Value | Award Type | Total Target Value | | :----------- | :----------------- | | Sign-On RSU Award | $550,000.00 | - The Sign-On RSU Award will be composed solely of time-based restricted stock units, vesting 1/3 per year over three years[8] - Grant is subject to Compensation Committee approval and execution of award agreements[8] 4.(g) Relocation Assistance This subsection describes the relocation assistance provided to the Executive Relocation Assistance Amount | Assistance Type | Amount | | :-------------- | :----- | | Relocation Assistance | $50,000 | - Payment is conditioned upon relocation to a primary residence within a reasonable daily commute of Employer's New York, NY location by August 1, 2025[8] - Repayment is required if Executive fails to relocate by August 1, 2025, or terminates employment without Good Reason or is terminated for Cause before the first anniversary of the Commencement Date[9] 5. Termination of Employment This section outlines various circumstances under which Executive's employment may be terminated, including death, total disability, termination by the Employer (with or without Cause), and termination by the Executive (with or without Good Reason). Upon termination, the Executive is deemed to resign from all Company positions - Upon termination, Executive is deemed to have resigned as an officer and fiduciary of any employee benefit plan, and relinquished any signing authority[10] 5.(a) Death This subsection specifies the immediate termination of employment upon the Executive's death - Executive's employment terminates immediately upon death[12] 5.(b) Total Disability This subsection defines total disability and its implications for employment termination - Employer may terminate employment if Executive becomes 'Totally Disabled,' defined as being unable to perform full-time duties for 180 consecutive days[12] 5.(c) Termination by the Employer for Cause This subsection defines "Cause" for termination and the process for such termination - Cause includes indictment/conviction of certain crimes, deliberate refusal to perform duties, fraud/embezzlement, misconduct with material adverse effect, or material breach of the Agreement[12][13][14] - If curable, Executive must be given written notice and a 10-day period to correct the issue[12][13] 5.(d) Termination by the Employer without Cause This subsection describes the Employer's right to terminate employment without cause - Employer may terminate employment without Cause at any time with written notice[14] 5.(e) Termination by Executive without Good Reason This subsection outlines the Executive's ability to terminate employment without good reason - Executive may terminate employment with at least thirty (30) days' advance written notice[14] - Employer may accelerate the termination date without it being considered a termination without Cause[