Exhibit 10.47
SEPARATION AGREEMENT AND GENERAL RELEASE
YOU ARE ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS.
This Separation Agreement and General Release (including the exhibits, this “Agreement”) is entered into by and between Brian Field (“you”), and Emerald X, LLC, a Delaware limited liability company (the “Company”). You and the Company (each a “Party” and collectively the “Parties”) acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding.
RECITALS
WHEREAS, you entered into an employment agreement with the Company, dated as of May 22, 2019 (as amended, the “Employment Agreement”);
WHEREAS, you were previously granted nonqualified stock options (the “Options”) to acquire shares of common stock of Emerald Holding, Inc. (“Parent”) pursuant to the Emerald Holding, Inc. 2017 Omnibus Equity Plan (the “Plan”) and the applicable Stock Option Agreements (collectively, the “Option Agreements”);
WHEREAS, you were previously granted restricted stock units (the “RSUs”) with respect to shares of common stock of Parent pursuant to the Plan and the applicable Restricted Stock Unit Award Agreements (collectively, the “RSU Agreements”);
WHEREAS, you were previously granted a share award subject to performance-based market conditions (the “PSA”) pursuant to the Plan and the applicable Performance Based Share Award Agreement (the “PSA Agreement”);
WHEREAS, you will be separated from your employment with the Company effective April 13, 2024, unless earlier terminated pursuant to this Agreement (your final date of employment with the Company, howsoever occurring, the “Separation Date”); and
WHEREAS, as a condition precedent and a material inducement for the Company to make available to you the benefits set forth in this Agreement, you have agreed to execute this Agreement, including the Release attached as Exhibit A (the “Release”), and be bound by the provisions herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for the monetary and other consideration set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
EMERALD X, LLC | |
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By: | /s/Ren Akinci |
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Date: | 03/03/2024 |
Agreed to and Accepted By: | |
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By: | /s/Brian Field |
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Date: | 03/03/2024 |
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Exhibit A
You should consult with an attorney before signing this release of claims.
Release
IN WITNESS WHEREOF, this Release has been signed by the Executive as of the date set forth below.
/s/Brian Field | ||
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Brian Field | ||
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Date: |
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Exhibit B
ADEA Disclosure
Pursuant to Section 7(f)(1)(H) of the Age Discrimination in Employment Act, as amended, the following information is provided by Emerald X, LLC (the “Company”) in connection with an employment termination program which resulted in the loss of employment for certain employees of the Company.
The class, unit or group of individuals covered by the employment termination program was the executive leadership team for the Company. Three of the 13 members of the executive leadership team were terminated and have been offered severance compensation in consideration for the execution, delivery, and non-revocation of a Separation Agreement and General Release. There were no time limits for the program.
The following is a listing of the Company job titles and ages of the employees within the group of individuals covered by the employment termination program, broken down by whose employment was and was not terminated:
Job Title | Age as of 2/13/24 | Selected for Separation of Employment [Y/N] | Offered Severance [Y/N] |
Executive Vice President, Customer Experience | 59 | Y | Y |
Chief Operations Officer | 56 | Y | Y |
General Counsel | 51 | Y | Y |
Executive Vice President, Construction, Medical & Military | 48 | N | N/A |
Executive Vice President, Design, Jewelry & Antique | 44 | N | N/A |
Executive Vice President | 54 | N | N/A |
Executive Vice President, Elastic Suite | 48 | N | N/A |
Executive Vice President, People & Culture | 40 | N | N/A |
Executive Vice President, Content & Commerce | 46 | N | N/A |
Chief Information Officer | 53 | N | N/A |
Chief Financial Officer | 52 | N | N/A |
Chief Executive Officer & President | 54 | N | N/A |
President, Connections Group | 48 | N | N/A |
Exhibit C
Reaffirmation of Agreement
Reference is hereby made to the Separation Agreement and General Release (“Agreement”), between the undersigned and Emerald X, LLC, a Delaware limited liability company (the “Company”), which Agreement contemplates the execution by the undersigned of this Reaffirmation (this “Reaffirmation”). It is acknowledged and agreed that this Reaffirmation will be part of and subject to the terms of the Agreement, and capitalized terms in this Reaffirmation will be as defined in the Agreement unless otherwise defined herein.
The undersigned hereby states, affirms, and agrees as follows:
ACCEPTED AND AGREED: | ||
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Date: |
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Signature: | /s/ Brian Field | Signature: | /s/ Ren Akinci |
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Email: | brian.field@emeraldx.com | Email: | Ren.Akinci@emeraldx.com |