Vertex(VERX) - 2025 Q3 - Quarterly Results

Compensation and Benefits - Executive's annual base salary is set at $700,000 USD, payable in accordance with the Company's payroll practices[19] - Executive will receive a signing bonus of $500,000 USD within 15 days after the Commencement Date[21] - The Company will grant Executive $25,000,000 USD in restricted stock units, vesting over four years[20] - Executive's target annual bonus will equal 100% of Base Salary starting from the Company's 2026 fiscal year[23] - Executive is entitled to unlimited paid time off (PTO) during the Employment Period[25] - The Company will reimburse up to $25,000 for reasonable attorney's fees related to the negotiation of the Agreement[29] - All payments made under the Agreement will be subject to customary withholding for applicable taxes[57] - The Agreement is intended to comply with Section 409A of the Internal Revenue Code, ensuring proper treatment of payments and benefits[58] Employment Terms - The Employment Period is three years, automatically extending for additional two-year periods unless notice of non-extension is given[7] - Executive's employment may be terminated without Cause with 30 days' written notice, entitling Executive to severance benefits[10] - If terminated without Cause, Executive is entitled to 24 months of Base Salary and health insurance coverage for 18 months[10] - Executive may resign for Good Reason if total target cash compensation decreases by more than 15%[13] - The Company may terminate Executive's employment for Cause without advance notice under specific conditions[9] - Any time-based stock awards will vest in full upon termination during a Change in Control Period[12] - Executive's performance will be assessed at least once a year starting in 2026[22] - The Company will not award incentive equity grants to the Executive in 2026 unless decided by the Board[24] Confidentiality and Non-Compete - Executive agrees to not engage in competition with the Company for 24 months post-termination of employment[31] - Executive will not solicit any current or former employees of the Company during the Restricted Period[32] - Executive must disclose any business opportunities related to the Company's business during employment[34] - All inventions conceived during employment related to the Company's business are assigned to the Company[38] - Confidential Information includes trade secrets and business methods not generally known outside the Company[41] - The Agreement is confidential, and neither party will disclose its terms except to certain specified individuals[8] Legal and Dispute Resolution - The Company reserves the right to seek injunctive relief in court for any breach of the Agreement, acknowledging that monetary damages may not suffice[45] - Any disputes between the Company and the Executive will be resolved through final and binding arbitration in Chester County, Pennsylvania[46] - The Agreement represents the entire understanding between the parties and supersedes all prior agreements[50] - The Company will enter into an Indemnification and Advancement Agreement with the Executive no later than the Commencement Date[47] - The Agreement includes a provision for the return of consideration in the event of a breach by the individual[16] - The Company will not be obligated to provide severance benefits if the individual breaches any provision of the Agreement[16] - The Agreement is governed by the laws of the Commonwealth of Pennsylvania[25] Release and Waiver - The Company has released all claims against its past, present, and future affiliates, including any known or unknown claims related to employment and termination[4] - The release includes a waiver of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act[6] - The Company denies any wrongdoing in connection with its dealings with the individual, including employment and termination[7] - The individual represents that they have not filed any claims against the Company related to employment or termination[10] - The individual agrees to return all Company property as a condition for receiving any payment under the Agreement[14] - The individual agrees not to disparage the Company or its affiliates, and the Company agrees not to disparage the individual[9]