Exhibit 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made and entered into on August 9, 2021 (the “Effective Date”), by and between CCC Intelligent Solutions Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ Executive from time to time and any successor(s) thereto, the “Company”), and John Goodson (“Executive”).
WHEREAS, the Company has employed Executive prior to the Effective Date, and, in connection with the promotion of Executive to Senior Vice President and Chief Technology Officer as of the Effective Date, hereby agrees to continue to employ Executive in this new role, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the parties hereto agree as follows:
3.5 Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.
As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and such incapacity or disability exists for an aggregate of 120 calendar days in any twelve (12) month period. In connection with making such determination, the Company, at its option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability, and the determination made by such physician shall be binding on the parties for the purposes of this Agreement.
As used herein, “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony, (ii) has committed an act of fraud involving dishonesty which is injurious to the Company or any of its subsidiaries, (iii) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries or (iv) has engaged in misconduct that is materially injurious to the Company or any of its subsidiaries.
As used herein, “Good Reason” means Executive’s voluntary resignation within ninety (90) days following the initial existence of one or more of the following conditions: (i) a change in Executive’s position or the assignment to Executive of duties constituting a material diminution in Executive’s position, duties or responsibilities compared with Executive’s position, duties or responsibilities with the Company on the Effective Date or (ii) a material reduction of Executive’s Base Salary as in effect from time to time. In the event that any change in Executive’s position, duties or responsibilities is implemented or proposed to be implemented by the Company, then: (A) unless Executive provides written notice to the Board within thirty (30) days of being notified of such change or proposed change that Executive asserts that such change constitutes a “material diminution” for purposes of clause (i) of the definition of Good Reason, such change shall be deemed not to be such a “material diminution” and thereafter Executive’s position, duties and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) days thereafter, the Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (i) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.
As used herein, “Monthly Severance Amount” means an amount equal to the quotient of (i) the Base Salary as of the date of termination divided by (ii) 12.
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If to Executive:
At the address (or to the facsimile number) shown
If to the Company: c/o Advent International Corporation Attention: J. Christopher Egan
with a copy to, which shall not constitute notice:
Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention: Douglas Ryder, P.C. Facsimile No.: 212-446-6460 |
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[signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date hereof.
| CCC INTELLIGENT SOLUTIONS INC., a Delaware corporation
By: /s/ Githesh Ramamurthy
Name: Githesh Ramamurthy Title: Chief Executive Officer
EXECUTIVE _/s/ John Goodon
Name: John Goodson |
Signature Page to Employment Agreement
EXHIBIT A
to
Employment Agreement
Name of Executive: John Goodson
Title(s): Senior Vice President, Chief Technology Officer
Base Salary: $470,000 per annum
Target Performance-Based Bonus: 50% of Base Salary