PSQ (PSQH) - 2025 Q4 - Annual Results

Compensation and Benefits - The Executive will serve as the Chief Operating Officer with a base salary of $300,000 per year[8] - The Executive is eligible for an annual discretionary performance bonus of up to 30% of the base salary, contingent on performance assessments[9] - The Executive will receive paid vacation and sick time, consistent with company policies[10] - The Company will reimburse the Executive for actual, necessary, and reasonable business expenses[13] - The Executive's base salary and bonus eligibility will be reviewed annually and may be increased at the Company's discretion[9] - The Company reserves the right to modify its benefits plans at its discretion[11] Termination and Severance - The Executive's employment can be terminated by the Company without cause or by the Executive with good reason, with specific severance benefits outlined[21] - In the event of termination during a Change in Control period, the Executive is entitled to six months of base salary and 1.25 times the target bonus[22] - The Executive must execute a separation and release of claims agreement to receive Severance Benefits, which will commence after the Release becomes effective[24] - Severance Benefits will not be paid before the first payroll of the subsequent calendar year if the termination occurs in the last 60 days of the year[24] - If the Executive's employment is terminated without Cause or with Good Reason prior to a Change in Control, unvested equity awards will remain outstanding for up to three months[24] Change in Control - A Change in Control is defined as an acquisition of more than 50% of the Company's common stock or voting securities by an individual or entity[26] - A merger or consolidation will not constitute a Change in Control unless certain conditions regarding ownership percentages are met post-transaction[26] Compliance and Agreements - The Executive must comply with the Company's Confidentiality Agreement as a condition of employment[14] - The Executive's employment is subject to termination for various causes, including misconduct or breach of agreement[16] - The Executive must resign from any board memberships or positions with the Company upon termination of employment[28] - The Agreement is governed by the laws of the State of Florida and disputes will be resolved through binding arbitration[33] - The Executive represents that they are not bound by any employment contracts or restrictions that would prevent them from fulfilling their responsibilities[29] - The Agreement does not alter the at-will nature of the Executive's employment, allowing either party to terminate the relationship at any time[36] - The Executive acknowledges having the opportunity to review the Agreement with an attorney and understands its terms[37] Contingent Compensation and Payments - The Company will not provide any portion of "Contingent Compensation Payments" if it results in "excess parachute payments" as defined in Section 280G of the Code[19] - The "Eliminated Amount" refers to the aggregate amount of Contingent Compensation Payments eliminated to avoid excess parachute payments[19] - No reduction in Contingent Compensation Payments will occur if the Eliminated Amount exceeds 100% of the aggregate present value of additional taxes incurred by the Executive[19] - The Company must notify the Executive within 30 days of determining which Potential Payments constitute Contingent Compensation Payments and the Eliminated Amount[48] - If the Executive disagrees with the Company's determination, they must respond within 30 days, detailing their position on the Potential Payments[49] - Payments characterized as Eliminated Payments will be reduced in a specific order: cash payments, taxable benefits, nontaxable benefits, and equity awards[53] Clawback Policy and Compliance - The Clawback Policy requires the Executive to return any payments if mandated by applicable laws or regulations[56] - The Agreement constitutes the entire agreement between the Parties, superseding all prior agreements[57] - The Company makes no representation regarding compliance with Section 409A and will not be liable for any non-compliance[67] - The Agreement is intended to comply with or be exempt from Section 409A and will be interpreted accordingly[68]