Exhibit 10.1
AMENDED AND RESTATED VROOM, INC.
EXECUTIVE SEVERANCE PLAN
Effective March 1, 2021
Amended and Restated on May 20, 2022
The Vroom, Inc. Executive Severance Plan (the “Plan”), originally established by the Board of Directors of Vroom, Inc. (the “Board”) effective March 1, 2021, as amended, is hereby amended and restated in its entirety effective May 20, 2022. The purpose of this Plan is to promote the interests of Vroom, Inc. (the “Company”) and its stockholders by retaining certain executive-level employees through the provision of severance protections to such employees in the event their employment is terminated under the circumstances described in this Plan.
Executive-level employees of the Company Group who are designated by the Committee by name, title, position, function, salary band, any other category deemed appropriate by the Committee, or any combination of the foregoing from time to time as Participants in this Plan. A list of Participants is set forth on Appendix B hereto (as such Appendix B may from time to time be amended by the Committee or the Administrator). In addition, as a condition to participation in this Plan, each individual agrees to be bound by, the terms and conditions of this Plan.
In the event of a Participant’s Separation from Service without Cause or for Good Reason (other than a Termination Upon a Change in Control), the Participant shall be entitled to receive the compensation and benefits described in this Section 4.
B-1
4.2 Severance Benefits. Provided that Participant executes the Release prior to the applicable Release Deadline and such Release then becomes effective and irrevocable in accordance with its terms, and subject to Participant’s compliance with the restrictive covenants set forth in Section 9 herein, and any Employee Inventions and Proprietary Information Agreement or other written agreement between an entity or entities in the Company Group and a Participant relating to the Company’s and/or Company Group’s property, intellectual or otherwise, the Participant shall be entitled to receive the following severance payments and benefits (the “Severance Benefits”):
In the event of a Participant’s Termination Upon a Change in Control, the Participant shall be entitled to receive the compensation and benefits described in this Section 5.
5.2 Severance Benefits. Provided that Participant executes the Release prior to the applicable Release Deadline and such Release then becomes effective and irrevocable in accordance with its terms, and subject to Participant’s compliance with the restrictive covenants set forth in Section 9 herein, and any Employee Inventions and Proprietary Information Agreement or other written agreement between an entity or entities in the Company Group and a Participant relating to the Company’s and/or Company Group’s property, intellectual or otherwise, the Participant shall be entitled to receive the following severance payments and benefits (the “Severance Benefits”):
In the event of a Participant’s Separation from Service due to death or Disability, the Participant shall be entitled to receive the compensation and benefits described in this Section 6.
Neither the establishment of the Plan, nor any amendment thereto, nor the payment of any benefits shall be construed as giving any person the right to be retained by the Company, a Successor or any other member of the Company Group. Except as otherwise established in an employment agreement between the Company Group and a Participant, the employment relationship between the Participant and the Company is an “at-will” relationship. Accordingly, either the Participant or the Company may terminate the relationship at any time, with or without Cause, and with or without notice except as otherwise provided by Section 14. In addition, nothing in this Plan shall in any manner obligate any Successor or other member of the Company Group to offer employment to any Participant or to continue the employment of any Participant whom it does hire for any specific duration of time.
Vroom, Inc.
Attn: Legal
3600 W. Sam Houston Parkway S.
Floor 4
Houston, TX 77042
Attention: Chief Legal Officer
Either party may provide the other with notices of change of address, which shall be effective upon receipt.
The Plan may be terminated or amended by the Board or the Committee, in its sole discretion; provided, however, that any Participant listed on Appendix B who is terminated or resigns from employment with the Company shall be deemed to be automatically removed from Appendix B upon the effectiveness of such termination or resignation, as applicable, and without further action of the Board or the Committee; provided further, that, notwithstanding the foregoing, during a Change in Control Period, the Plan may not be terminated or amended until the date all payments and benefits eligible to be received hereunder shall have been paid.
Other Important Facts
PLAN NAME: Vroom, Inc. Executive Severance Plan
SPONSOR: Vroom, Inc.
Attn: Legal
3600 W. Sam Houston Parkway S.
Floor 4
Houston, TX 77042
EMPLOYER
IDENTIFICATION
NUMBER (EIN): 90-1112566
PLAN NUMBER: 502
TYPE OF PLAN: Employee Welfare Severance Benefit Plan
PLAN YEAR: The Plan Year (if any) shall begin on each January 1 and end on each December 31. However, the first Plan Year for this Plan shall begin on March 1, 2021 and end on December 31, 2021.
TYPE OF
ADMINISTRATION: Self-Administered
PLAN
ADMINISTRATOR: Vroom, Inc.
Attn: Legal
3600 W. Sam Houston Parkway S.
Floor 4
Houston, TX 77042
855-524-1300
LEGAL PROCESS: Legal process with respect to the Plan may be served upon the Plan Administrator.
APPENDIX A
Definitions
Whenever used in this Plan, the following terms shall have the meanings set forth below:
Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within sixty (60) days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within thirty (30) days following its receipt of such notice, and (3) the effective date of the Participant’s termination for Good Reason occurs no later than sixty (60) days after the expiration of the Company’s cure period.
provided, however, that Termination Upon a Change in Control shall not include any termination of the Participant’s employment which is (i) for Cause, (ii) a result of the Participant’s death or Disability, or (iii) a result of the Participant’s voluntary termination of employment other than for Good Reason.
APPENDIX B
Participants
Level 13+
Steven Gropler
Brian Rogers