Thumzup Media Corporation(TZUP) - 2025 Q4 - Annual Results

Compensation and Benefits - The Executive's base salary is set at an annual rate of not less than $450,000, payable in equal installments[8]. - The Executive is eligible for an annual bonus with a target equal to 100% of the base salary, contingent on performance goals[9]. - The Executive will receive an initial long-term award of 1,250,000 shares of restricted common stock under the 2025 Omnibus Incentive Plan[10]. - The Executive is entitled to four weeks of paid time off per calendar year, prorated for partial years[12]. - The Executive will have the right to participate in the Company's employee benefit plans during the term[11]. Termination and Severance - Upon termination without cause, the Executive will receive a severance payment equal to one times the sum of the base salary and target annual bonus[20]. - In the event of termination due to death or disability, the Executive's estate will receive accrued benefits including unpaid base salary and a pro rata annual bonus[17]. - All unvested equity grants will immediately vest upon termination without cause or for good reason[20]. - The Company may terminate the Executive's employment without Cause with 60 days' prior written notice[23]. - The Severance Payment upon a CIC Qualifying Termination shall be equal to two times the sum of the Executive's Base Salary and Target Annual Bonus[23]. - The Pro Rata Annual Bonus will be calculated based on "target" level performance and paid 60 days following the Termination Date[23]. - The Executive may terminate employment without Good Reason with 30 days' prior written notice, receiving only Accrued Benefits[27]. - The payment of Severance Benefits is conditioned upon the Executive's execution of a general release of claims within 52 days following termination[28]. - The Executive is not obligated to seek other employment, and there will be no offset against amounts due from subsequent employment[29]. Confidentiality and Intellectual Property - The Executive agrees to maintain confidentiality regarding Company information during and after employment[31]. - All inventions created by the Executive during employment will belong exclusively to the Company[37]. - The Executive agrees to inform the Company of any conflicts between their work and obligations to preserve confidentiality[41]. - The Executive acknowledges that the restraints imposed are reasonable for the protection of the Company and its Confidential Information[42]. Legal and Tax Considerations - The Company agrees to indemnify the Executive against damages and costs arising from claims related to their service[48]. - The Executive is permitted to report possible violations of federal law without prior authorization from the Company[49]. - The Company shall withhold applicable federal, state, and local taxes from any amounts payable under the Agreement[65]. - The intent of the parties is for payments and benefits under the Agreement to comply with Internal Revenue Code Section 409A[66]. - The Executive's right to receive any installment payments is treated as a series of separate and distinct payments[69]. - Payments that constitute "nonqualified deferred compensation" under Code Section 409A cannot be offset by any other amount unless permitted[70]. - If a payment is deemed a "parachute payment" under Section 280G, it will be reduced to avoid excise tax, ensuring the Executive receives the greater after-tax economic benefit[71]. - The Company will appoint a recognized accounting firm or consultancy to determine necessary reductions to payments that may qualify as "parachute payments"[74]. Definitions and Conditions - "Good Reason" for resignation includes a material reduction in Base Salary or target Annual Bonus opportunity exceeding 10%[81]. - The "Restricted Period" for the Executive is defined as 12 months following the termination of employment[82]. - "Change in Control" excludes the Company's emergence from chapter 11 bankruptcy[78]. - The definition of "Affiliate" includes any entity controlled by or under common control with the Company[75]. - "Disability" refers to eligibility for long-term disability payments under the Company's program[80]. - "Confidential Information" excludes publicly available information and knowledge possessed by the Executive prior to employment[79].