Sign-on Bonus: Upon acceptance of this offer, you will be entitled to receive a one-time sign-on bonus in the amount of $10,000 gross (less withholding allowances) as well as a top-of-the-line Traeger grill along with a sampling of pellets, rubs and sauces. This sign-on bonus will be paid within 30 days following your first day of employment, subject to your continued employment with the Company at the time of payment.
Equity Grants: You will be granted an equity interest in Traeger Pellet Grills Holdings LLC, the Company’s parent holding company, equal to 0.5% of the total outstanding units of Traeger Pellet Grills Holdings LLC. Such equity grant will be subject to the approval of the Board of Directors of Traeger Pellet Grills Holdings LLC and will be will be intended to qualify as a “profits interest” for U.S. federal income tax purposes. These units generally will be subject to the following vesting conditions, subject to your continued employment with the Company on the applicable vesting date or event:
| | • | | 2/3 or 66.67% time-based vesting over four years, with a one-year cliff on the first 25% of incentive units and monthly thereafter for the remaining 36 months. |
| | • | | 1/6 or 16.67% performance vesting subject to hitting 3-year revenue and EBITDA targets in 2016. Targets will be established by July 1, 2014. |
| | • | | 1/6 or 16.67% performance vesting subject to the valuation of the business realized in a transaction of the Company. Valuation target will be established by July 1, 2014. |
In addition, the units will be subject to such other customary terms and conditions as are set forth in the standard form of incentive unit grant agreement of Traeger Pellet Grills Holdings LLC, including, among other things, call rights, drag-along rights, tag-along rights, piggyback registration rights and transfer restrictions.
Additional Benefits: You will be eligible to participate in a wide variety of generous employee benefit plans, including the Company’s matching 401 (k) savings and investment plan, health insurance and much more. For details regarding timing of eligibility and details of these benefit programs, please see enclosed a copy of “Traeger’s Benefit Program Overview”. Regarding vacation time, please note that you will be eligible for 3 weeks of annual vacation, paid at your base salary rate. ·
Lastly, and of upmost importance, Traeger will supply one grill of your choosing plus a meaningful supply of pellets, meat rubs and sauces delivered to your doorstep and set up by the CEO.
Non-Compete/Confidentiality Agreement: Please review the attached Non-Compete/Confidentiality Agreement which you will need to sign and return prior to your first day of employment.
Employment Status: The Company LLC is an at-will employer, and as such we maintain that the Company or you can sever the employment relationship at any time, with or without notice, and with or without cause. You acknowledge that this offer letter (along with the final form of any referenced documents, represents the entire agreement between you and the Company and that no verbal or written agreements, promises or representations that are not specifically stated in this offer, are or will be binding upon the Company.
Severance: Should you be terminated by the Company without “cause” (as defined below), you will be eligible for a cash severance benefit consisting of continued salary (at the rate in effect on the date of such termination) for a period of six months following such termination in accordance with the Company’s standard payroll practices in effect on the date of termination .. This “cause” protection only applies to your entitlement to severance, but your employment relationship with the Company will at all times remain “at will”. Please note that your entitlement to receive any severance is conditioned upon your signing a general release of claims in favor of the Company and its affiliates within 60 days following your termination of employment. The form of release will be presented by the Company at the time of termination.
For purposes hereof, the term “Cause” will mean any of the following as determined in the reasonable good-faith discretion of the Company’s Board of Directors: (i) your willful misconduct or gross negligence in the performance of your duties to the Company which causes the Company material harm; (ii) your repeated willful failure to follow the lawful directives of the Company’s Board of Directors or any supervisor which causes the Company material harm; (iii) your conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude if it impacts the reputation or goodwill of the Company; (iv) your performance of any material act of theft, embezzlement, fraud, dishonesty or misappropriation of the Company’s property; (v) your use of illegal drugs, or your abuse of alcohol that materially impairs your ability to perform your duties to the Company; or (vi) your breach of this letter agreement or the Non-Compete/Confidentiality Agreement contemplated hereunder which causes the Company material harm.
