AirSculpt Technologies(AIRS) - 2025 Q3 - Quarterly Results

Compensation and Benefits - Executive's annual base salary is set at $400,000, payable in equal installments[13] - Executive is eligible for an annual target cash performance bonus of 50% of the salary, based on performance criteria[14] - A sign-on bonus of $100,000 will be provided, with $50,000 paid on the next payroll date and the remaining $50,000 by March 15, 2026[15] - Executive will receive an equity award consisting of $300,000 in restricted stock units (RSUs) and $300,000 in performance-based restricted stock units (PSUs)[17] - The RSUs will vest over three years, with one-third vesting each year[17] - The PSUs are tied to a total shareholder return performance goal relative to the S&P Health Care Select Industry Index[17] - Executive will be eligible for customary retirement and welfare benefits available to executives[20] Employment Terms - Executive will commence employment as Chief Financial Officer on January 5, 2026[4] - The employment relationship is "at-will," allowing termination by either party at any time[12] - Executive's principal office location is in Miami, Florida, with the option to work remotely from Denver, Colorado[10] Termination and Severance - The Company will pay accrued but unpaid Salary for services rendered prior to the Termination Date, which must be paid on or before the time required by law[26] - In the event of termination without Cause, the Executive will receive a lump sum payment equal to the sum of the Executive's annual Salary plus the target Bonus, payable on the next regular pay date following the effective Release[37] - If the Executive was participating in the Company's health plans prior to termination, the Company will pay a monthly amount equal to the employer contribution for health insurance for up to twelve months following termination[38] - All unvested RSUs granted to the Executive will immediately become 100% vested upon termination without Cause or resignation for Good Reason during the Change in Control Period[39] - The Company must provide written notice to the Executive specifying the acts or omissions that constitute "Cause" before termination can occur[29] - The Executive is entitled to receive any Bonus earned in respect of a prior completed year that has not yet been paid upon termination[37] - The Company will continue to pay the Executive's Salary in equal installments over nine months following termination without Cause[29] - Severance Payments require the execution of a separation agreement and general release within 60 days of termination[45] Change in Control - A Change in Control is defined as any person owning more than 50% of the combined voting power of the Company's outstanding securities[40] - The term "Change in Control" includes scenarios where stockholders do not own more than 50% of the combined voting power after a merger or similar transaction[41] - A sale or disposition of all or substantially all assets does not constitute a Change in Control if the acquiring entity is owned by the stockholders of the Company in the same proportions[42] Tax and Legal Compliance - The Company will reimburse the Executive for taxes payable on any portion of payments treated as nondeductible taxable income[38] - The Agreement is intended to comply with Section 409A of the Internal Revenue Code, ensuring no additional tax penalties for the Executive[68] - The Company and Executive must execute amendments to ensure compliance with Section 409A as mutually agreed[68] - The Company will cooperate in determining any parachute payments to avoid excise tax implications under Section 280G of the Code[74] - The Company will provide the Executive with an estimate of any parachute payments prior to a change in ownership[74] Confidentiality and Non-Compete - Confidential Company Information includes financial data, operational plans, and customer information, which the Executive agrees to protect and not use for personal benefit[97][100] - Employee must safeguard Confidential Company Information and return all related materials upon termination of employment[104] - Employee agrees to a non-competition clause for 12 months post-termination, prohibiting engagement with Competing Businesses[114] - Employee is restricted from soliciting or inducing Company employees or customers for 6 months post-termination[115] - Employee must keep the terms of the Agreement confidential, with limited disclosure allowed[105] General Provisions - The Agreement supersedes any prior agreements regarding the Executive's employment and obligations[76] - The Agreement constitutes the entire agreement between the parties, superseding all previous understandings[129] - Amendments to the Agreement require written consent from both Employee and the Company[130] - Notices under the Agreement must be in writing and delivered through specified methods[133] - Employee acknowledges understanding of the Agreement and has had the opportunity to consult with legal counsel[135] - The Agreement may be executed in multiple counterparts, each considered an original[134] Intellectual Property - Employee agrees to disclose all Covered Contributions and Inventions promptly to the Company[109] - All Covered Contributions and Inventions will belong solely to the Company from conception[111] - Employee will assist the Company in obtaining and enforcing intellectual property protections for Covered Contributions and Inventions[112] Release and Indemnification - The Executive acknowledges that any claims arising from employment or termination are released, except for vested compensation or benefits[83] - The General Release allows the Executive to revoke the agreement within seven days of signing[89] - The Company has entered into an indemnification agreement for directors and officers, ensuring coverage under liability insurance during and after the Executive's term[75] - Employee agrees to cooperate with the Company in defense of claims and provide information as needed[121] - Employee's obligations under the Agreement continue regardless of changes in title, position, or termination of employment[123] - The Company has the right to assign the Agreement to its successors and assigns, including asset purchasers[123] - Employee must provide a copy of the Agreement to any prospective employer during the Restricted Period[124] - Any unenforceable provisions of the Agreement will be limited to the extent deemed enforceable by a court[128]