Exhibit 10.1
EXECUTION VERSION
February 8, 2024
Via Email
Andrew Appel
Re: Amended and Restated Employment Letter Agreement
Dear Andrew:
Reference is hereby made to that certain Terms of Employment letter agreement entered into by and between you and E2open Parent Holdings, Inc., a Delaware corporation (the “Company”), dated as of October 10, 2023 (the “Prior Agreement”). The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your continued employment with the Company, on the terms and subject to the conditions set forth in this Agreement. This Agreement shall be effective as of the Effective Date (as defined below), and as of the Effective Date, this Agreement shall supersede the Prior Agreement in its entirety.
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In consideration for your opportunity to receive the Severance Benefits, you hereby acknowledge and agree that you are not eligible to participate in any other severance plans, programs policies or practices of the Company Group. For the avoidance of doubt, upon your termination of employment by the Company for any reason, all outstanding and unvested equity incentive awards then held by you, pursuant to the Incentive Plan or otherwise, will be treated in accordance with the award agreement applicable to such award or the Incentive Plan, as applicable. For the avoidance of doubt, a termination of your employment due to a non-renewal of the Term shall not be treated as a termination without Cause, and upon such termination, you will be entitled to receive only the Accrued Benefits.
For purposes of this Agreement, “Cause” shall mean, in each case as reasonably determined in good faith by the Board (a) your plea of nolo contendere to, or conviction of, any crime (whether or not involving any member of the Company Group) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, a material and adverse impact on the performance of your duties to any member of the Company Group, or otherwise has, or could reasonably be expected to result in, a material and adverse impact on the business or reputation of any member of the Company Group; (b) your conduct, in connection with your employment or service, that has resulted, or could reasonably be expected to result, in material injury to the business or reputation of any member of the Company Group; (c) any material violation of the written policies of any member of the Company Group that have been acknowledged by you in writing (including electronic certification) as having been provided to you, including, but not limited to, those relating to sexual harassment, ethics, discrimination, or the disclosure or misuse of Confidential Information, or those set forth in the manuals or statements of policy of any member of the Company Group; (d) act(s) of gross negligence or willful misconduct in the course of your employment or service with any member of the Company Group; (e) misappropriation by you of any assets or business opportunities of any member of the Company Group; (f) embezzlement or fraud committed by you, at your direction, or with your prior actual knowledge; or (g) willful neglect in the performance of the your duties for any member of the Company Group or willful or repeated failure or refusal to perform such duties, in each case, except where you have a good faith basis to refuse to perform a directive of the Board where such action would be illegal or in violation of any Company Group policy. Notwithstanding the foregoing, prior to any termination of your employment for the reasons set forth in any of clauses (b), (c), (d), or (g) above, the Company must (1) provide you with written notice of the matter in question in reasonable detail, and (2) provide you fifteen (15) business days after the giving of such notice to cure any such matters (to the extent curable) to the satisfaction of the Board.
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If you agree with the terms and conditions of your employment as set forth herein, please sign the enclosed copy of this Agreement in the space indicated and return it to the Company. Your signature will acknowledge that you have read, understand and agree to the terms and conditions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by e-mail as a portable data format (.pdf) file or image file attachment.
Sincerely,
E2OPEN PARENT HOLDINGS, INC. | |
| |
By: | /s/ Jennifer Grafton |
Name: | Jennifer Grafton |
Title: | Executive Vice President, General Counsel & Secretary |
Date: | February 8, 2024 |
Acknowledged and agreed: | |
| |
Signature: | /s/ Andrew Appel |
Name: | Andrew Appel |
Date: | February 8, 2024 |
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Exhibit A
AppCapital, Founder and CEO
Constant Contact, Lead Director
Cooler Screens, Adviser
Harmonya, Adviser
I-Genie.ai, Adviser
Premise, Adviser
Symphony Retail AI, Adviser
UCLA Anderson, School of Management, Advisory Board Member
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