Ron Johnson
In October 2021, New Enjoy entered into a continued employment offer letter with Ron Johnson which replaced his prior offer letter (the “Johnson Continuing Letter”). Under the Johnson Continuing Letter, Mr. Johnson’s employment is at-will and may be terminated by either party at any time, with or without cause or advance notice. The Johnson Continuing Letter provides for an initial annual base salary of $58,240 per year, less applicable payroll deductions and withholdings. Effective January 1, 2022, Mr. Johnson’s base salary will be increased to $62,400 per year, less applicable deductions and withholdings. Should New Enjoy adopt a written bonus plan applicable to executives, Mr. Johnson will be eligible to participate in such plan pursuant to its terms. Mr. Johnson was not offered any new equity awards in connection with the Johnson Continuing Letter.
The Johnson Continuing Letter also provides for severance and other benefits in the event Mr. Johnson’s employment is terminated without Cause (other than as a result of death or disability) or he resigns for Good Reason (as such terms are defined in the Johnson Continuing Letter), (a “Qualifying Termination”). If Mr. Johnson incurs a Qualifying Termination, he is entitled to severance benefits equal to twelve months of his then-current base salary and twelve months of company-paid health care coverage. In the event that New Enjoy adopts a formal severance plan in which Mr. Johnson is eligible to participate, he will only be eligible to receive the more beneficial of the severance terms of said severance plan or the severance provisions provided in the Johnson Continuing Letter. If Mr. Johnson incurs a Qualifying Termination within twelve months following the closing of a Change of Control (as defined in the Johnson Continuing Letter), then in addition to the benefits described above in this paragraph, Mr. Johnson is entitled to receive 100% vesting acceleration on all outstanding options and restricted stock units granted under the 2014 Enjoy Equity Incentive Plan.
Payment of all severance and vesting acceleration is contingent upon signing a release of claims and other customary provisions. Mr. Johnson’s salary and other compensation is subject to review and adjustment by New Enjoy’s board of directors in its sole discretion and he is also eligible to participate in benefit plans and arrangements made available to executive level employees.
In addition, in connection with Closing, the Company entered into offer letters with Jonathan Mariner, as Chief Administrative and People Officer, Fareed Khan, as Chief Financial Officer, and Tiffany Meriweather, as Chief Legal Officer and Corporate Secretary.
The foregoing description of the compensation of the Company’s executive officers is qualified in its entirety by the full text of the employment-related agreements of Messrs. Johnson, Khan, Mariner and Ms. Meriweather, copies of which are attached hereto as Exhibit 10.7, Exhibit 10.9, Exhibit 10.8, and Exhibit 10.10, respectively, incorporated herein by reference.
2021 Equity Incentive Plan
At the Special Meeting, the MRAC shareholders considered and approved the 2021 Equity Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan was previously approved, subject to shareholder approval, by MRAC’s board of directors on September 21, 2021. The Equity Incentive Plan became effective upon the closing of the Business Combination.
The aggregate number of shares of New Enjoy Common Stock available for issuance under the Equity Incentive Plan will not exceed 11,282,583 shares (equal to 8% of the shares of fully-diluted New Enjoy Common Stock as of immediately after the Closing). In addition, the number of shares of New Enjoy Common Stock will automatically increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (a) a number equal to the excess (if any) of (i) five percent (5%) of the aggregate number of shares of New Enjoy common stock outstanding on the final day of the immediately preceding calendar year over (ii) the number of shares of New Enjoy common stock then reserved for issuance under the Equity Incentive Plan as of such date and (b) such smaller number of shares of New Enjoy common stock as is determined by our board. The maximum number of shares of New Enjoy Common Stock may be issued pursuant to the exercise of ISOs granted under the Equity Incentive Plan is 33,847,749 shares.
A summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Incentive Award Plan Proposal” beginning on page 149 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.12 and incorporated herein by reference.
2021 Employee Stock Purchase Plan
At the Special Meeting, the MRAC shareholders considered and approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved, subject to shareholder approval, by MRAC’s board of directors on September 21, 2021. The ESPP became effective upon the closing.
A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “ESPP Proposal” beginning on page 157 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.13 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Immediately prior to the consummation of the Business Combination, New Enjoy filed an Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and the Bylaws that took effect upon the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware are discussed in the Proxy Statement/Prospectus in the sections titled “Domestication Proposal” beginning on page 135 and “Organizational Documents Proposal” beginning on page 138, which are incorporated by reference herein.
