EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), is made and entered into as of May 12, 2023, by and between P10 Intermediate Holdings, LLC (the “Company”), and William F. Souder (the “Executive”).
RECITALS
WHEREAS, Executive and RCP Advisors 3, LLC (“RCP”) entered into an Employment Agreement effective January 1, 2018, setting forth the terms and conditions of Executive’s employment as RCP’s Managing Partner and President (the “RCP Agreement”);
WHEREAS, Executive and RCP entered into an Amendment to the RCP Agreement (the “RCP Agreement Amendment”) effective January 1, 2018, wherein RCP transferred Executive’s employment from RCP to P10 Holdings, Inc. (“P10 Holdings”) and Executive agreed to serve as P10 Holdings’ Chief Operating Officer while continuing to perform duties as RCP’s Managing Partner and President, in accordance with the terms and conditions set forth therein;
WHEREAS, P10 Holdings, and its parent company, P10, Inc. (“P10”) underwent a corporate restructuring and, as a result, RCP and P10 Holdings desire to transfer Executive’s employment as Chief Operating Officer from P10 Holdings to the Company; and
WHEREAS, Company and Executive desire to enter into this Agreement, which shall supersede all prior employment terms and conditions, including the RCP Agreement and RCP Agreement Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
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For the avoidance of doubt, a corporate restructuring (i) whereby a new parent company is created and immediately following such transaction P10 is a direct or indirect wholly-owned subsidiary of such new parent company, whether through reorganization, merger, exchange or other corporate means, or (ii) in connection with or in preparation for an initial public offering, in each case, shall not be deemed to be a Change in Control.
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William F. Souder
4514 Cole Avenue, Suite 1600
Dallas, TX 75205
(b) | to the Company addressed as follows: |
P10 Intermediate Holdings, LLC
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4514 Cole Avenue, Suite 1600
Dallas, TX 75205
Attention: Chief Financial Officer
with copies to:
BakerHostetler LLP
45 Rockefeller Center, 14th Floor
New York, New York 10111
Attention: Adam W. Finerman
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IN WITNESS WHEREOF, the Executive and the Company have executed this Employment Agreement as of the date first above written.
/s/ William F. Souder
William F. Souder
By: /s/ Robert Alpert
P10 Intermediate Holdings, LLC
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EXHIBIT A- PERMITTED ACTIVITIES
Executive may hold other director or (non-executive) chairmanship positions from time to time in accordance with Section 1(c) of the Agreement.