UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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at an exercise price of $11.50 |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on October 10, 2023, E2open Parent Holdings, Inc. (the “Company”) appointed Mr. Andrew Appel as Interim Chief Executive Officer of the Company and a director on the Board of Directors of the Company (the “Board”), effective as of such date. In connection with such appointment, the Company and Mr. Appel entered into an employment letter agreement on such date, which memorialized the terms and conditions of his employment as Interim Chief Executive Officer of the Company (the “Prior Agreement”).
On February 8, 2024, the Company and Mr. Appel entered into an amended and restated employment letter agreement (the “A&R Agreement”), with an effective date of February 12, 2024 (the “Effective Date”), to memorialize the terms and conditions of Mr. Appel’s continued employment with the Company as its Chief Executive Officer (with Mr. Appel also continuing to serve as a director on the Board). The A&R Agreement superseded the Prior Agreement in its entirety as of the Effective Date.
Pursuant to the A&R Agreement, Mr. Appel will serve as the Chief Executive Officer of the Company for an initial three-year employment term commencing on the Effective Date (the “Initial Term”), subject to automatic annual renewals (each, a “Renewal Term”) unless the Company or Mr. Appel provide written notice of non-extension at least six months before the end of the Initial Term or any Renewal Term. Either party may terminate Mr. Appel’s employment at any time; provided, that the Company must provide 15 days’ prior notice in the event of a termination by the Company without Cause (as defined in the A&R Agreement).
The A&R Agreement provides for the following: (i) an annual base salary equal to $650,000; (ii) a target annual bonus opportunity equal to 125% of Mr. Appel’s base salary, based upon achievement of performance goals established annually by the Compensation Committee of the Board after consultation with Mr. Appel; and (iii) payment of a one-time cash sign-on award equal to $1,500,000, payable to Mr. Appel within 10 days following the Effective Date; provided, that such cash payment is subject to clawback during the one-year period following the payment date in the event that Mr. Appel voluntarily terminates his employment with the Company. In addition, the A&R Agreement provides that Mr. Appel will not be eligible to receive any equity awards during the Initial Term other than the awards that are granted to him on or prior to the Effective Date.
Pursuant to the A&R Agreement, in the event that Mr. Appel’s employment is terminated by the Company without Cause, subject to his execution and non-revocation of a general release of claims and his continued compliance with the restrictive covenants set forth in the A&R Agreement (as described below), Mr. Appel will receive the following severance benefits: (i) a cash payment equal to two times the sum of his (x) then-current base salary plus (y) target annual bonus in respect of the year in which such termination occurs, payable in a lump sum; and (ii) continued COBRA coverage for up to 18 months following the date of termination. Upon such a termination, Mr. Appel’s outstanding equity awards will be treated in accordance with the applicable award agreements and the E2open 2021 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”).
Further, the A&R Agreement provides for the following restrictive covenants: (i) perpetual non-disclosure of confidential information; (ii) perpetual non-disparagement; (iii) non-competition during employment or service and for 12 months thereafter; and (iv) non-solicitation of customers or employees during employment or service and for 12 months thereafter.
On the Effective Date, Mr. Appel was granted the following equity awards under the Plan, in each case, subject to and governed by the terms and conditions of the Plan and the applicable award agreements evidencing such awards (collectively, the “Award Agreements”): (i) performance awards subject to Mr. Appel’s satisfaction of a three-year service-based vesting period and performance-vesting conditions as set forth in the applicable Award Agreement, consisting of (a) a target grant of 1,500,000 performance-based restricted stock units (up to a maximum of 3,000,000 performance-based restricted stock units, assuming achievement of maximum performance) (the “PSU Award Agreement”), and (b) a target grant of 1,700,000 performance-based stock options (up to a maximum of 3,400,000 performance-based stock options, assuming achievement of maximum performance) (the “Performance-Based Option Award Agreement”); and (ii) time-vesting awards subject to Mr. Appel’s satisfaction of certain service conditions (a three-year service-based vesting period in the case of the time-based restricted stock units and time-based stock options, and a one-year service-based vesting period in the case of the sign-on time-based restricted stock units) as set
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forth in the applicable Award Agreement, consisting of: (a) a grant of 1,500,000 time-based restricted stock units (the “RSU Award Agreement”); (b) a grant of 1,700,000 time-based stock options (the “Time-Based Option Award Agreement”), and (c) a grant of 285,715 sign-on time-based restricted stock units (the “Sign-On RSU Award Agreement”).
Upon a termination of Mr. Appel’s employment (x) by the Company without Cause (as defined in the Plan), (y) due to death, or (z) due to Disability (as defined in the Plan): (i) the PSU Award Agreement and the Performance-Based Option Award Agreement each provide that the portion of the applicable award that has time-vested as of such date of termination, plus the portion of the applicable award that would have time-vested during the 12-month period following such date of termination, will remain outstanding and eligible to performance-vest during the period ending on the earlier of 18 months following such date of termination and the last day of the applicable performance period (subject to performance hurdles as set forth in the applicable Award Agreement); (ii) the RSU Award Agreement and the Time-Based Option Award Agreement each provide that the portion of the applicable award that is unvested as of such date of termination will immediately vest (however, if such termination occurs prior the first anniversary of the date of grant, the applicable unvested award will remain outstanding and will vest on such date); and (iii) the Sign-On RSU Award Agreement provides that the portion of the award that is unvested as of such date of termination will remain outstanding and will vest on the first anniversary of the date of grant.
Upon the occurrence of a Change in Control (as defined in the Plan): (i) the PSU Award Agreement and the Performance-Based Option Award Agreement each provide that (x) the portion of the applicable award that is not time-vested as of the date of such Change in Control (the “CiC Date”) will immediately time-vest, (y) after giving effect to the foregoing, the applicable award will immediately be deemed to performance-vest based upon the applicable Change in Control Price (as defined therein), and (z) any portion of the applicable award that does not fully vest in accordance with the foregoing will be immediately forfeited; and (ii) the RSU Award Agreement, the Time-Based Option Award Agreement and the Sign-On RSU Award Agreement each provide that the portion of the applicable award that is unvested as of the CiC Date will immediately vest.
Further, each of the PSU Award Agreement, Performance-Based Option Award Agreement, RSU Award Agreement and the Time-Based Option Award Agreement provide that, following the acceleration of vesting upon a Change in Control in accordance with the foregoing, the applicable vested award will be immediately and automatically converted into the right to receive, in respect of each share of Stock (as defined in the Plan) underlying the applicable award, consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with a Change in Control (each, a “Converted Award”); provided, that the cash portion of each Converted Award will be equal to at least 50%. Subject to Mr. Appel’s continued employment through the CiC Date, each Converted Award will be paid to him on the four and a half month anniversary of the CiC Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the CiC occurs); provided, that in the event the applicable Converted Award is not assumed by the surviving entity following such Change in Control, such Converted Award will be paid to Mr. Appel within 10 days following the CiC Date.
Notwithstanding the foregoing, each of the PSU Award Agreement, Performance-Based Option Award Agreement, RSU Award Agreement and the Time-Based Option Award Agreement also provide that, upon the occurrence of a Special Change in Control (as defined therein), the economic value of the applicable award that is unvested as of the CiC Date will be immediately and automatically converted, in respect of each share of Stock underlying the applicable award, into a dollar value equal to the sum of (i) the difference between (x) the value of the applicable award, based on a Change in Control Price, and (y) the value of the applicable award, based on a per share Stock price equal to $6.00, with the amount of such difference reduced by 50%, plus (ii) the value of the applicable award, based on a per share Stock price equal to $6.00, and such applicable value will then be immediately and automatically converted into the right to receive consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Special Change in Control (the “Special Converted Award”); provided, that the cash portion of each Special Converted Award will be equal to at least 50%. Subject to Mr. Appel’s continued employment through the CiC Date, each Special Converted Award will be paid to him on the four and a half month anniversary of the CiC Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the CiC occurs); provided, that in the event the applicable Special Converted Award is not assumed by the surviving entity following such Special Change in Control, such Special Converted Award will be paid to Mr. Appel within 10 days following the CiC Date.
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The foregoing description of the A&R Agreement, the PSU Award Agreement, the Performance-Based Option Award Agreement, the RSU Award Agreement, the Time-Based Option Award Agreement and the Sign-On RSU Award Agreement is qualified in its entirety by reference to the complete terms of the A&R Agreement, the PSU Award Agreement, the Performance-Based Option Award Agreement, the RSU Award Agreement, the Time-Based Option Award Agreement and the Sign-On RSU Award Agreement, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Form 8-K.
Item 7.01 Regulation FD Disclosure.
On February 14, 2024, the Company issued a press release announcing Mr. Appel’s entry into the A&R Agreement pursuant to which he will serve as the Company’s Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit Number |
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Description |
10.1* |
— |
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10.2* |
— |
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10.3* |
— |
Performance-Based Stock Option Award Agreement for Andrew Appel, dated as of February 12, 2024 |
10.4* |
— |
Time-Based Restricted Stock Unit Award Agreement for Andrew Appel, dated as of February 12, 2024 |
10.5* |
— |
Time-Based Stock Option Award Agreement for Andrew Appel, dated as of February 12, 2024 |
10.6* |
— |
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99.1* |
— |
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104 |
— |
Cover Page Interactive Data File (formatted in Inline XBRL) |
* Furnished herewith
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SIGNATURE
Pursuant to the Requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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E2open Parent Holdings, Inc. |
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Date: February 14, 2024 |
By: |
/s/ Jennifer S. Grafton |
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Jennifer S. Grafton |
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Executive Vice President and General Counsel |
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Exhibit 10.1
EXECUTION VERSION
February 8, 2024
Via Email
Andrew Appel
Re: Amended and Restated Employment Letter Agreement
Dear Andrew:
Reference is hereby made to that certain Terms of Employment letter agreement entered into by and between you and E2open Parent Holdings, Inc., a Delaware corporation (the “Company”), dated as of October 10, 2023 (the “Prior Agreement”). The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your continued employment with the Company, on the terms and subject to the conditions set forth in this Agreement. This Agreement shall be effective as of the Effective Date (as defined below), and as of the Effective Date, this Agreement shall supersede the Prior Agreement in its entirety.
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In consideration for your opportunity to receive the Severance Benefits, you hereby acknowledge and agree that you are not eligible to participate in any other severance plans, programs policies or practices of the Company Group. For the avoidance of doubt, upon your termination of employment by the Company for any reason, all outstanding and unvested equity incentive awards then held by you, pursuant to the Incentive Plan or otherwise, will be treated in accordance with the award agreement applicable to such award or the Incentive Plan, as applicable. For the avoidance of doubt, a termination of your employment due to a non-renewal of the Term shall not be treated as a termination without Cause, and upon such termination, you will be entitled to receive only the Accrued Benefits.
For purposes of this Agreement, “Cause” shall mean, in each case as reasonably determined in good faith by the Board (a) your plea of nolo contendere to, or conviction of, any crime (whether or not involving any member of the Company Group) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, a material and adverse impact on the performance of your duties to any member of the Company Group, or otherwise has, or could reasonably be expected to result in, a material and adverse impact on the business or reputation of any member of the Company Group; (b) your conduct, in connection with your employment or service, that has resulted, or could reasonably be expected to result, in material injury to the business or reputation of any member of the Company Group; (c) any material violation of the written policies of any member of the Company Group that have been acknowledged by you in writing (including electronic certification) as having been provided to you, including, but not limited to, those relating to sexual harassment, ethics, discrimination, or the disclosure or misuse of Confidential Information, or those set forth in the manuals or statements of policy of any member of the Company Group; (d) act(s) of gross negligence or willful misconduct in the course of your employment or service with any member of the Company Group; (e) misappropriation by you of any assets or business opportunities of any member of the Company Group; (f) embezzlement or fraud committed by you, at your direction, or with your prior actual knowledge; or (g) willful neglect in the performance of the your duties for any member of the Company Group or willful or repeated failure or refusal to perform such duties, in each case, except where you have a good faith basis to refuse to perform a directive of the Board where such action would be illegal or in violation of any Company Group policy. Notwithstanding the foregoing, prior to any termination of your employment for the reasons set forth in any of clauses (b), (c), (d), or (g) above, the Company must (1) provide you with written notice of the matter in question in reasonable detail, and (2) provide you fifteen (15) business days after the giving of such notice to cure any such matters (to the extent curable) to the satisfaction of the Board.
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[The remainder of this page is intentionally left blank]
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If you agree with the terms and conditions of your employment as set forth herein, please sign the enclosed copy of this Agreement in the space indicated and return it to the Company. Your signature will acknowledge that you have read, understand and agree to the terms and conditions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by e-mail as a portable data format (.pdf) file or image file attachment.
Sincerely,
E2OPEN PARENT HOLDINGS, INC. |
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By: |
/s/ Jennifer Grafton |
Name: |
Jennifer Grafton |
Title: |
Executive Vice President, General Counsel & Secretary |
Date: |
February 8, 2024 |
Acknowledged and agreed: |
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Signature: |
/s/ Andrew Appel |
Name: |
Andrew Appel |
Date: |
February 8, 2024 |
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Exhibit A
AppCapital, Founder and CEO
Constant Contact, Lead Director
Cooler Screens, Adviser
Harmonya, Adviser
I-Genie.ai, Adviser
Premise, Adviser
Symphony Retail AI, Adviser
UCLA Anderson, School of Management, Advisory Board Member
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Exhibit 10.2
EXECUTION VERSION
E2open Parent Holdings, inc.
Performance-Based Restricted Stock Unit Notice
(2021 omnibus INCENTIVE PLAN)
E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, and the Vesting Schedule (attached hereto as Attachment II) both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same definitions as in the Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.
Name of Participant: |
Andrew Appel |
Date of Grant: |
February 12, 2024 |
Number of Restricted Stock Units: |
1,500,000 |
Vesting Schedule: Attached hereto as Attachment II.
Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
E2OPEN PARENT HOLDINGS, INC. |
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PARTICIPANT: |
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By: |
/s/ Jennifer Grafton |
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/s/ Andrew Appel |
Signature: |
Jennifer Grafton |
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Signature: |
Andrew Appel |
Title: |
Executive Vice President, General Counsel & Secretary |
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Date: |
February 12, 2024 |
Date: |
February 12, 2024 |
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Attachments: RSU Agreement and Vesting Schedule
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Attachment I
E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN
RSU Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of Restricted Stock Units under its 2021 Omnibus Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your Award of Restricted Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and the Plan, are as follows:
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* * *
This RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.
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Attachment II
Vesting Schedule
Stock Price Hurdle
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Payout Percentage of Restricted Stock Units |
$15.00 |
200% |
$14.50 |
192% |
$14.00 |
183% |
$13.50 |
175% |
$13.00 |
167% |
$12.50 |
158% |
$12.00 |
150% |
$11.50 |
142% |
$11.00 |
133% |
$10.50 |
125% |
$10.00 |
117% |
$9.50 |
108% |
$9.00 |
100% |
$8.50 |
92% |
$8.00 |
83% |
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$7.50 |
75% |
$7.00 |
67% |
$6.50 |
58% |
$6.00 |
50% |
$5.50 |
42% |
$5.00 |
33% |
$4.50 |
25% |
$4.00 |
17% |
$3.50 |
8% |
For the avoidance of doubt, (i) linear interpolation shall not apply to determine achievement between the levels reflected above, other than in connection with a Change in Control; (ii) performance below the threshold (i.e., achievement of a stock price hurdle of $3.50) will result in no payout to you with respect to the applicable portion of your Award; (iii) performance above maximum (i.e., achievement of a stock price hurdle of $15.00) will result in a payout percentage capped at 200% of the Restricted Stock Units subject to your Award; and (iv) the total number of Restricted Stock Units subject to your Award that vest upon achievement of each subsequent stock price hurdle shall include the aggregate amount of Restricted Stock Units subject to your Award that previously vested plus the incremental number of Restricted Stock Units subject to you Award that vest upon achievement of the applicable stock price hurdle.
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Exhibit 10.3
EXECUTION VERSION
E2open Parent Holdings, inc.
PERFORMANCE-BASED Stock Option Grant Notice
(2021 omnibus INCENTIVE PLAN)
E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as amended (the “Plan”), hereby grants to Participant an option to purchase the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”), in the Option Agreement (attached hereto as Attachment I) and in the Plan, which has been made available to you on the Company Intranet, and the Vesting Schedule (attached hereto as Attachment II) both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.
Name of Participant: |
Andrew Appel |
Date of Grant: |
February 12, 2024 |
Target Number of Shares Subject to Option (the “Target Option”): |
1,700,000 |
Maximum Number of Shares Subject to Option: |
3,400,000 |
Exercise Price (Per Share): |
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Expiration Date: |
February 12, 2031 |
Type of Grant |
Nonqualified Stock Option |
Vesting Schedule: Attached hereto as Attachment II.
Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or
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electronic system established and maintained by the Company or another third party designated by the Company.
E2OPEN PARENT HOLDINGS, INC. |
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PARTICIPANT: |
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By: |
/s/ Jennifer Grafton |
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/s/ Andrew Appel |
Signature: |
Jennifer Grafton |
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Signature: |
Andrew Appel |
Title: |
Executive Vice President, General Counsel & Secretary |
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Date: |
February 12, 2024 |
Date: |
February 12, 2024 |
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Attachments: Option Agreement and Vesting Schedule
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Attachment I
E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN
Nonqualified Stock Option Agreement
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of an Option under its 2021 Omnibus Incentive Plan, as amended (the “Plan”) to purchase the number of shares of the Company’s Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your option (this or your “Option”), in addition to those set forth in the Grant Notice and the Plan, are as follows:
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This Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.
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Attachment II
Vesting Schedule
Stock Price Hurdle
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Payout Percentage of Target Option |
$15.00 |
200% |
$14.50 |
192% |
$14.00 |
183% |
$13.50 |
175% |
$13.00 |
167% |
$12.50 |
158% |
$12.00 |
150% |
$11.50 |
142% |
$11.00 |
133% |
$10.50 |
125% |
$10.00 |
117% |
$9.50 |
108% |
$9.00 |
100% |
$8.50 |
92% |
$8.00 |
83% |
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$7.50 |
75% |
$7.00 |
67% |
$6.50 |
58% |
$6.00 |
50% |
$5.50 |
42% |
$5.00 |
33% |
$4.50 |
25% |
$4.00 |
17% |
$3.50 |
8% |
For the avoidance of doubt, (i) linear interpolation shall not apply to determine achievement between the levels reflected above, other than in connection with a Change in Control; (ii) performance below the threshold (i.e., achievement of a stock price hurdle of $3.50) will result in no payout to you with respect to the applicable portion of your Option; (iii) performance above maximum (i.e., achievement of a stock price hurdle of $15.00) will result in a payout percentage capped at 200% of your Target Option; and (iv) the portion of your Option that vests upon achievement of each subsequent stock price hurdle shall include the aggregate amount of the Option that previously vested plus the incremental portion of your Option that vest upon achievement of the applicable stock price hurdle.
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Exhibit 10.4
EXECUTION VERSION
E2OPEN PARENT HOLDINGS, INC.
TIME-BASED RESTRICTED STOCK UNIT NOTICE
(2021 OMNIBUS INCENTIVE PLAN)
E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same definitions as in the Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.
Name of Participant: |
Andrew Appel |
Date of Grant: |
February 12, 2024 |
Number of Restricted Stock Units: |
1,500,000 |
Vesting Schedule: Your Award will vest as follows: (i) one-third (1/3rd) of the Award will vest on the first anniversary of the Date of Grant, and (ii) the remaining portion of the Award will vest during the two (2)-year period commencing as of the first anniversary of the Grant Date in substantially equal installments at the end of each quarter during such period (such that one-hundred percent (100%) of your Award is vested on the third anniversary of the Grant Date), in each case, subject to your continued employment or other service with the Company or an Affiliate through each such vesting date.
Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
300536106v2
E2OPEN PARENT HOLDINGS, INC. |
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PARTICIPANT: |
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By: |
/s/ Jennifer Grafton |
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/s/ Andrew Appel |
Signature: |
Jennifer Grafton |
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Signature: |
Andrew Appel |
Title: |
Executive Vice President, General Counsel & Secretary |
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Date: |
February 12, 2024 |
Date: |
February 12, 2024 |
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Attachments: RSU Agreement
300536106v2
Attachment I
E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN
RSU Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of Restricted Stock Units under its 2021 Omnibus Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your Award of Restricted Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and the Plan, are as follows:
300536106v2
300536106v2
300536106v2
300536106v2
300536106v2
* * *
This RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.
300536106v2
Exhibit 10.5
EXECUTION VERSION
E2open Parent Holdings, inc.
TIME-BASED Stock Option Grant Notice
(2021 omnibus INCENTIVE PLAN)
E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as amended (the “Plan”), hereby grants to Participant an option to purchase the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”), in the Option Agreement (attached hereto as Attachment I) and in the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.
Name of Participant: |
Andrew Appel |
Date of Grant: |
February 12, 2024 |
Number of Shares Subject to Option: |
1,700,000 |
Exercise Price (Per Share): |
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Expiration Date: |
February 12, 2031 |
Type of Grant |
Nonqualified Stock Option |
Vesting Schedule: Your Award will vest as follows: (i) one-third (1/3rd) of the Award will vest on the first anniversary of the Date of Grant, and (ii) the remaining portion of the Award will vest during the two (2)-year period commencing as of the first anniversary of the Grant Date in substantially equal installments at the end of each quarter during such period (such that one-hundred percent (100%) of your Award is vested on the third anniversary of the Grant Date), in each case, subject to your continued employment or other service with the Company or an Affiliate through each such vesting date.
Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or
300536064v2
is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
E2OPEN PARENT HOLDINGS, INC. |
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PARTICIPANT: |
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By: |
/s/ Jennifer Grafton |
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/s/ Andrew Appel |
Signature: |
Jennifer Grafton |
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Signature: |
Andrew Appel |
Title: |
Executive Vice President, General Counsel & Secretary |
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Date: |
February 12, 2024 |
Date: |
February 12, 2024 |
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Attachments: Option Agreement
300536064v2
Attachment I
E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN
Nonqualified Stock Option Agreement
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of an Option under its 2021 Omnibus Incentive Plan, as amended (the “Plan”) to purchase the number of shares of the Company’s Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your option (this or your “Option”), in addition to those set forth in the Grant Notice and the Plan, are as follows:
300536064v2
300536064v2
300536064v2
300536064v2
300536064v2
300536064v2
* * *
This Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.
300536064v2
Exhibit 10.6
EXECUTION VERSION
E2OPEN PARENT HOLDINGS, INC.
TIME-BASED RESTRICTED STOCK UNIT NOTICE
(2021 OMNIBUS INCENTIVE PLAN)
E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same definitions as in the Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.
Name of Participant: |
Andrew Appel |
Date of Grant: |
February 12, 2024 |
Number of Restricted Stock Units: |
285,715 |
Vesting Schedule: Your Award will vest as follows: 100% of your Award shall vest on the first anniversary of the Date of Grant, subject to your continued employment with the Company or an Affiliate through such vesting date.
Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
E2OPEN PARENT HOLDINGS, INC. |
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PARTICIPANT: |
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By: |
/s/ Jennifer Grafton |
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/s/ Andrew Appel |
Signature: |
Jennifer Grafton |
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Signature: |
Andrew Appel |
Title: |
Executive Vice President, General Counsel & Secretary |
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Date: |
February 12, 2024 |
Date: |
February 12, 2024 |
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Attachments: RSU Agreement
Attachment I
E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN
RSU Agreement
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of Restricted Stock Units under its 2021 Omnibus Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your Award of Restricted Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and the Plan, are as follows:
* * *
This RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.
Exhibit 99.1
www.e2open.com
Press Release
E2open Names Andrew Appel as New Chief Executive Officer
Proven, growth-focused enterprise software CEO assumes helm following interim leadership
AUSTIN, Texas – Feb. 14, 2024 – E2open Parent Holdings, Inc. (NYSE: ETWO), the connected supply chain SaaS platform with the largest multi-enterprise network, today announces the appointment of Andrew Appel as its new chief executive officer. Appel has served as e2open’s interim CEO since October, bringing over 25 years of executive leadership experience, most recently as president and CEO of software and business intelligence leader IRI for nearly a decade.
“On behalf of the board, I am pleased to welcome Andrew as e2open’s CEO,” said Chinh E. Chu, chairman of the e2open board of directors. “Andrew has demonstrated admirable leadership in prioritizing the key focus areas for the company, with a collaborative and strong customer-first approach. He is keenly focused on delivering value and accelerating impact for our clients, and we are excited about the early results under his leadership. After conducting a thorough executive search, we are confident that Andrew is the right person to lead the business forward. His business acumen combined with our talented executive team will lead e2open to achieve new levels of growth while creating expanded value for clients and shareholders alike.”
Appel is an accomplished business leader, CEO, and trusted advisor with extensive experience in the technology industry as well as proven expertise in business strategy, innovation, and growth. During his tenure at IRI (now Circana), a leading provider of big data, software, predictive analytics, and insights for the world’s top fast-moving consumer goods brands, retailers, and media companies, he oversaw the launch of multiple transformative initiatives that repositioned the company as the innovation and market leader. Prior to joining IRI, he served as chief revenue officer of Accretive Health, chief operating officer of Aon, and was a senior partner at McKinsey & Company. Appel was an active e2open advisory board member for more than a year before being named interim, and now permanent CEO.
"I am honored to assume the permanent leadership role at e2open,” said Appel. “During my tenure, I’ve gained a profound understanding of the invaluable impact e2open brings to companies managing the world's most intricate supply chains. We have a clear, unique, and significant opportunity to re-accelerate our company’s growth and make a tangible difference not only for our customers’ businesses, but also in the dynamic global supply chain software landscape, at a pivotal time when companies must navigate constant change with agility and efficiency. Our commitment is to empower our clients to build the most resilient, robust, sustainable, and connected supply chains of the future – businesses that can thrive in any environment. We will demonstrate transformative impact with integrated cloud-based technology, data, and networks that make e2open a leading, innovative organization in our space while redefining industry performance and surpassing client expectations. Leading the charge with the talented and collaborative people of e2open is a privilege.”
About e2open
E2open is the connected supply chain software platform that enables the world’s largest companies to transform the way they make, move, and sell goods and services. With the broadest cloud-native global platform purpose-built for modern supply chains, e2open connects more than 480,000 manufacturing, logistics, channel, and distribution partners as one multi-enterprise network tracking over 15 billion transactions annually. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste, and operate sustainably. Moving as one. Learn More: www.e2open.com.
9600 Great Hills Trail, Suite 300E, Austin, TX 78759 | Tel. 1.512.425.3500 | e2open.com
Copyright E2open, LLC. All rights reserved. CONFIDENTIAL
E2open and “Moving as one.” are the registered trademarks of E2open, LLC. All other trademarks, registered trademarks and service marks are the property of their respective owners.
###
Contacts
Media Contact:
5W PR for e2open
e2open@5wpr.com
718.757.6144
Investor Relations Contact:
Dusty Buell
dusty.buell@e2open.com
investor.relations@e2open.com
Corporate Contact:
Kristin Seigworth
VP Communications, e2open
kristin.seigworth@e2open.com
pr@e2open.com
1
9600 Great Hills Trail, Suite 300E, Austin, TX 78759 | Tel. 1.512.425.3500 | e2open.com
Copyright E2open, LLC. All rights reserved. CONFIDENTIAL
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