Company as the CEO on the date of payment or issuance. The performance metrics required for you to earn such a bonus will be determined by the Board in its sole discretion. Any such RSUs will vest on the one-year anniversary of the date of grant, subject to your continued employment as CEO of the Company on the applicable vesting date.
6.
Your Performance Bonuses for Future Years. If the Term of this Letter continues beyond December 31, 2024, you have a target performance-based bonus for each such future calendar year payable in cash or RSUs or a combination thereof, with a minimum target of 100% of your Base Salary. Any such performance bonus will be paid or issued to you within 60 calendar days after December 31 of the applicable year, subject to your still being employed by the Company as the CEO on the date of payment or issuance. The milestone(s) required for you to earn such a bonus will be as determined by the Board in its sole discretion in the first quarter of the applicable year, in consultation with you.
7.
Conditions of Additional Programs. As described below, the Company intends to establish a Long-Term Incentive Plan and a Severance Plan (in each case, as defined below) for senior executives of the Company. However, these plans will only become effective upon the completion of both (a) the U.S. Securities and Exchange Commission informing the Company in writing that its Form 10 (General Form for Registration of Securities) has become effective, and (b) the New York Stock Exchange or the NASDAQ have commenced trading of the common stock of the Company (such date, the “Completion Date”).
8.
Long-Term Incentive Plan. The Company intends within 30 calendar days following the Completion Date to establish a Long-Term Incentive Plan (the “LTIP”) for senior executives of the Company (including you). It is anticipated that the LTIP will allow the Company from time to time to grant restricted stock units (“RSUs”) and/or performance stock units (“PSUs”) to employees of the Company who are participants in the LTIP. 50% of the value of such grants will be RSUs, which will vest on a time-based basis in quarterly increments over the three years from the date of grant, starting 90 days from the date of grant. The remaining 50% of the value of such grants will be PSUs, subject to performance metrics as determined by the Board in its sole discretion. The first one-third tranche of PSUs will be granted as of February 1, 2024, the second one-third tranche on February 1, 2025, and the third one-third tranche on February 1, 2026. The first one-third tranche of such PSUs will vest on February 1, 2025, the second one-third tranche will vest on February 1, 2026, and the third one-third tranche will vest on February 1, 2027; in each case, subject to your continued employment by the Company on the applicable vesting date and achievement of the applicable performance metrics. Valuations for RSUs and PSUs will be based on the “Plan Value” of the bankruptcy plan of Celsius Network LLC and/or based on the VWAP trading price of the stock of the Company as determined by the Board from time to time in its sole discretion. With respect to any PSUs granted as of February 1, 2024, the Board in its sole discretion will determine the performance metrics as of such grant date, and with respect to any subsequent grants, the performance metrics will be established during the first quarter of such subsequent year. For the avoidance of doubt, any equity granted pursuant to the LTIP that is subject to performance metrics may be awarded in the form of stock options as determined by the Board from time to time in its sole discretion. The LTIP will have provisions which permit the Company to withhold shares as necessary to meet withholding obligations and which permit “cashless exercise” of stock options (in each case subject to applicable law and regulation) and will have other terms and conditions within the LTIP itself as well as any applicable form award agreement, in each case as determined by the Board from time to time in its sole discretion.
9.
Your LTIP Participation. If the Company establishes an LTIP as described above, the Company will make an initial grant to you with a grant date value (as reasonably determined by the Company) of not less than $2,500,000, subject to your still being employed by the Company as the CEO on the date of grant. In addition, in the event that the LTIP is established on or prior to the last day of the Initial Term, and following such grant, either (a) the Company has terminated you without Cause on or prior to the last day of the Initial Term, or (b) you have resigned from the Company for Good Reason on or prior to the last day of the Initial Term, then in either such event you will be entitled to the vesting of 16.67% of any time-based LTIP grants previously made to you (notwithstanding any contrary provisions of the LTIP or any applicable form award agreement).
