Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), by and between Soho House Beach House LLC (the “Company”) and Thomas Allen of 2601 Granada Blvd, Coral Gables, FL. 33134 (“You” or “Your”) (the Company and You each a “Party”, and collectively the “Parties”), is entered into and effective as of June 23, 2022 (the “Effective Date”).1
WHEREAS, the Company desires to employ You in the role as Chief Financial Officer of Membership Collective Group Inc., and You desire to accept said employment by the Company;
WHEREAS, Your position is a position of trust and responsibility with access to Confidential Information, Trade Secrets, and information concerning employees and business relations of the Group;
WHEREAS, the Trade Secrets and Confidential Information, and the relationship between the Group (including the Company) and its employees and business relations, are valuable assets of the Group which may not be used for any purpose other than the Group’s business;
WHEREAS, the Company has agreed to employ You in exchange for Your compliance with the terms of this Agreement; and
WHEREAS, the Company and You desire to express the terms and conditions of Your employment in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
(iii) with the prior written consent of the Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Your obligations under this Agreement or conflict with the interests of the Group.
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1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” section attached as Exhibit
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A. Exhibit A is incorporated by reference and is included in the Definition of this “Agreement.” You are employed by the Company shall be referred to as the “Employment Period.” If this Agreement or Your employment terminates for any reason, Your employment with the Company, the Employment Period, and this Agreement shall all automatically and simultaneously terminate.
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equal to the following: (A) if Your separation from service occurs on or prior to the first anniversary of the Effective Date, six (6) months’ of Your then-current Base Salary; (B) if Your separation from service occurs after the first anniversary but on or prior to the second anniversary of the Effective Date, nine (9) months of Your then-current Base Salary; or (C) if Your separation from service occurs after the second anniversary of the Effective Date, Your then-current Base Salary for a period equal to (x) twelve (12) months plus (y) an additional month for each additional full year of employment, up to an aggregate maximum of eighteen (18) months, which shall be paid in in a lump sum within a sixty (60) day period of Your “separation from service”; and (iii) pay You a pro-rated Bonus for the year in which this Agreement terminates (subject to any applicable performance criteria having been achieved) (collectively, the “Separation Payments”). In addition: (i) any unvested RSUs shall vest immediately or, upon mutual agreement, such unvested RSUs shall not vest, shall revert to the Company, and You will receive a cash payment in the amount equal to such unvested RSUs and (ii) You (and all family members and dependents) shall be permitted to remain on the Company’s current health insurance plan, at the Company’s sole cost and expense, for a period of twelve (12) months, or until You otherwise become eligible for Your new employer’s health insurance plan, whichever occurs first. You acknowledge and agree that the Separation Payments shall constitute full satisfaction of the Company’s post-termination obligations under this Agreement. However, the Company’s obligation to pay the Separation Payments to You shall be conditioned upon the following: (a) Your execution and non-revocation of a separation agreement in a form prepared by the Company in its sole and absolute discretion, which includes, but is not limited to, a release by You of the Company (including all Group Companies, as well as each of their respective officers, directors, shareholders, employees, agents and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans) from any and all liability and claims of any kind whatsoever, regardless whether such claims are known at the time of the release; and (b) Your compliance with the restrictive covenants set forth below and all other post- termination obligations to which You may be subject. If it is determined by a neutral third party tribunal that You are not in compliance with (a) and (b) in the preceding sentence, then the Company shall have no obligation to pay, including, but not limited to, any obligation (1) to pay the Separation Payments to You, or (2) under any other provision of this Agreement, Company policy, or otherwise. In addition, the Company’s obligation to pay the Separation Payments to You shall terminate immediately upon any breach (as determined by a neutral third party tribunal) by You of the release agreement described in this Section above and/or any post-termination obligations to which You may be subject, including, but not limited to, the restrictive covenants set forth below.
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(a) solicit, recruit, or induce any Employee to: (i) terminate his or her employment relationship with any Group Company, or (ii) work for any other person or entity engaged in the Business, and/or (b) hire any Employee.
(c) has been or will be paid for by the Company, or (d) was created or improved in whole or in part through use of the Company’s time, personnel, resources, data, facilities, or equipment. All Work Product, to the extent permitted by applicable law, shall constitute work made for hire and shall be owned upon its creation exclusively by the Company. You shall not take any actions inconsistent with the provisions of this Section, including but not limited to the execution of any agreements with any third parties that may affect the Company’s title in and to any Work Product. At the Company’s request and sole expense, You agree to perform, during or after Your employment with the Company, any acts to transfer, perfect, and defend the Company’s ownership of the Work Product, including, but not limited to: (i) executing all documents and instruments (including additional written assignments to the Company), whether for filing an application or registration for protection of the Work Product (an “Application”) or otherwise under any form of intellectual property laws whether in the United States or elsewhere in the world, (ii) explaining the nature and technical details of construction and operation of the Work Product to persons designated by the Company, (iii) reviewing and approving Applications and other related papers, or (iv) providing any other assistance reasonably required for the orderly prosecution of Applications. You agree to provide additional evidence to support the foregoing if such evidence is considered necessary by the Company, is in Your possession or control, and is reasonably available and retrievable. For the avoidance of doubt, the Company may elect in its sole and absolute discretion any other Group Company to have the benefit of this assignment pursuant to the terms of this clause.
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National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission (each a “Government Agency”),
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Membership Collective Group, Inc. 180 The Strand, London, WC2R 1EA
To Executive: Thomas Allen
2601 Granada Blvd, Coral Gables, FL. 33134
Notice shall be deemed given and effective three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either Party may change the address to which notices shall be delivered or mailed by notifying the other party of such change in accordance with this Section.
Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments.
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termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above
written.
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SoHo House Beach House LLC:
By: /s/ Andrew Carnie
Andrew Carnie
Chief Executive Officer
Date: September 29, 2022
/s/ Thomas Allen
Thomas Allen
Date: September 29, 2022
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EXHIBIT A DEFINITIONS
(ii) the business of providing private members’ clubs and services.
(vi) the composition, description, schematic or design of products, future products or equipment of any Group Company or any third party, (vii) the Work Product, (viii) advertising or marketing plans, and (ix) information regarding independent contractors, employees, clients, licensors, suppliers, customers, prospective customers, Business Relations, or any third party, including, but not limited to, the names of customers and prospective customers, customer and prospective customer lists compiled by any Group Company, and customer and prospective customer information compiled by any Group Company. Confidential Information shall not include any information that (x) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (y) has been independently developed and disclosed by others without violating this Agreement or the legal rights of any party, or (z) otherwise enters the public domain through lawful means.
(i) all applications, registrations and documentation associated with the rights described in (a) through (g).
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