Execution Version
Exhibit 10.13
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated September 22, 2022 (the “Effective Date”), by and between Bumble Trading LLC, a Delaware limited company (the “Company”), and Laura Franco (“Executive”).
RECITALS:
WHEREAS, the Company is an indirect wholly-owned subsidiary of Bumble Inc., a Delaware corporation (“Bumble”);
WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of October 26, 2020 (the “Prior Agreement”);
WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement; and
WHEREAS, commencing on the Effective Date, the Company shall continue to employ Executive, and Executive shall continue in such employment, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
36622607_14
IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
2
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
3
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
Following such termination of Executive’s employment by the Company for Cause, except as set forth in this Section 5(b)(iii) and Section 7(a), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Executive’s rights with respect to any equity awards shall be determined in accordance with the applicable award agreement.
4
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
5
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
Following such termination of Executive’s employment hereunder as a result of Executive’s death or by the Company at a time when Executive has a Disability, except as set forth in this Section 5(c) and Section 7(a), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Executive’s rights with respect to any equity awards shall be determined in accordance with the applicable award agreement.
6
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
Following such termination of employment without Cause by the Company or a resignation by Executive for Good Reason, except as set forth in this Section 5(d)(i) and Section 7(a), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Executive’s rights with respect to any equity awards shall be determined in accordance with the applicable award agreement.
7
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
8
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
9
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
10
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
11
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
12
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
If to the Company: | |
| |
Bumble Trading LLC | |
1105 W. 41st Street, Suite A | |
Austin, TX 78756 | |
Attention: | Chief Executive Officer |
|
|
with a copy (which shall not constitute notice) to: | |
|
|
Blackstone Inc. | |
345 Park Avenue | |
New York, New York 10154 | |
Attention: | Martin J. Brand |
| Jon Korngold |
|
|
and | |
| |
Simpson Thacher & Bartlett LLP | |
425 Lexington Avenue | |
New York, New York 10017 | |
Attention: | Gregory T. Grogan |
| |
If to Executive: |
To the most recent address of Executive set forth in the personnel records of the Company.
13
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
[Signatures Follow]
14
36622607_14 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
BUMBLE TRADING LLC | |
| |
/s/ Whitney Wolfe Herd | |
By: | Whitney Wolfe Herd |
Title: | Authorized Signatory |
IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
EXECUTIVE |
|
|
/s/ Laura Franco |
Laura Franco |
IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" " ""
Execution Version
L. Franco
Exhibit I
RELEASE AND WAIVER OF CLAIMS
This Release and Waiver of Claims (“Release”) is entered into and delivered to Bumble Trading LLC (the “Company”) as of this ___ day of _________, 20__, by Laura Franco (the “Executive”). Executive agrees as follows:
The Executive has executed this Release as of the day and year first written above.
EXECUTIVE
____________________________________
Laura Franco
Exhibit II
RCA
EMPLOYEE RESTRICTIVE COVENANT, ARBITRATION, AND CLASS ACTION WAIVER AGREEMENT
In consideration of my employment by Bumble Trading LLC, its subsidiaries, parents, affiliates, successors and assigns (together, the “Company”), my receipt of Company confidential information and my involvement in customer relationships, my receipt of shares and equity-based awards in the Company, and other valuable consideration described herein, I hereby enter into this Employee Restrictive Covenant, Arbitration, and Class Action Waiver Agreement (the “Agreement”), and agree as follows:
The parties agree that for purposes of this Agreement, a “Restricted Person or Entity” is any person or entity (a) who or which, at any time during the one (1) year prior to the date my employment with the Company ends, contracted for or in connection with, was billed for or in connection with, or received from the Company any product, service, or process, or was solicited by the Company to contract or bill for or in connection with or receive any product, service, or process, and (b) with whom or which I interacted directly or indirectly during my employment with or work for the Company for purposes of transacting business or about whom or which I had access to Proprietary Information during my employment with or work for the Company.
For purposes of this Agreement, “Conflicting Services” means any product, service, or process, or the research and development thereof, of any person or organization other than the Company, that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company with which I worked directly or indirectly during my employment with or work for the Company or about which I acquired Proprietary Information during my employment with or work for the Company.
For purposes of this Agreement, “Competitor” means any business activities, including any product, service or process or the research and development thereof in (A) the business of online, web-based or mobile-based matchmaking for dating or romance; (B) online, web-based or mobile-based interpersonal matchmaking, including but not limited to professional networking and friendship-making; or (C) any other line of business in which any the Company or any of its subsidiaries is engaged during my employment with the Company or in which any of the Company or its subsidiaries had demonstrable plans to engage while I was employed by the Company and of which I was aware. Notwithstanding the foregoing, this restriction under Section 6 shall not apply if my duties at any Competitor do not relate to the development, marketing or sale (or related strategies) of any product or service offered or provided by the Company or being actively developed by the Company; provided that I have delivered to the Company a written statement, confirmed by my prospective employer or consulting client, as the case may be, describing my duties and stating that such duties are consistent with my obligations under this Agreement.
7. Restrictive Covenants. Participant acknowledges and agrees that, in the event of a breach of the Restrictive Covenant Agreement or any threatened breach of the Restrictive Covenant Agreement, Partnership, Parent, Sponsor or their Affiliates shall be entitled to cease making any payments or providing any payments or providing any benefit otherwise required by this Agreement.
/s/ LF___ (Employee initial here to acknowledge understanding of Sections 15 and 16, and agreement to the arbitration and collective and class action waivers set forth herein)
Signature page follows.
IN WITNESS WHEREOF, this Agreement has been executed by the Employer and the Employee as of the date set forth below.
EMPLOYER: | |
| |
Bumble Trading LLC | |
A Delaware limited liability company | |
|
|
|
|
By: | /s/ Whitney Wolfe Herd |
Name: | Whitney Wolfe Herd |
Title: | CEO |
SOLELY WITH RESPECT TO SECTION 14.10: | |
| |
Buzz Holdings L.P. | |
By: Bumble Inc., its general partner | |
|
|
|
|
By: | /s/ Whitney Wolfe Herd |
Name: | Whitney Wolfe Herd |
Title: | CEO |
EMPLOYEE:
I have read this agreement carefully and understand its terms. I have completely filled out Exhibit A to this Agreement.
/s/ Laura Franco |
(Signature) |
|
Laura Franco |
(Printed Name) |
Accepted and Agreed to as of This 22nd__ Day of September______________ , 2022:
Exhibit A
Prior Inventions
TO: | Bumble Trading LLC |
FROM: | Laura Franco |
DATE: | September 22, 2022 |
SUBJECT: | Prior Inventions |
1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Bumble Trading LLC (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:
☐ No inventions or improvements.
☐ See below:
none |
|
|
☐ Additional sheets attached.
2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):
|
| Invention or Improvement |
| Party(ies) |
| Relationship |
1. |
|
|
|
|
|
|
2. |
|
|
|
|
|
|
3. |
|
|
|
|
|
|
☐ Additional sheets attached.
Exhibit B
Termination Certification
I certify that I do not have in my possession, nor have I failed to return, any devices, Content (as defined in the Agreement, as defined below), records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Bumble Trading LLC, its subsidiaries, affiliates, successors, or assigns (together, the “Company”).
I further certify that I have complied with, and will continue to comply with, all the terms of the Employee Restrictive Covenant, Arbitration, and Class Action Waiver Agreement (the “Agreement”) signed by me.
I confirm my agreements and obligations contained in the Agreement, including, without limitation, those related to protection of the Company’s proprietary information, nondisparagement, non-competition, and non-solicitation.
|
(Employee’s Signature) |
|
|
(Employee’s Printed Name) |
Date: |
|