鑑於, Chewy has adopted the Chewy, Inc. 2024 Omnibus Incentive Plan (as it may be amended, the “計劃”) in order to provide equity-based incentive awards to eligible service providers to encourage them to maintain stockholder value, act consistent with the interest of Chewy’s stockholders, deliver outcomes and/or continue in the Service of the Company; and
鑑於, the Board of Directors has determined to grant RSUs (as defined below) to the Participant (as defined below) as provided herein and the Company and the Participant (as defined below) hereby wish to memorialize the terms and conditions applicable to such RSUs; and
鑑於, Participant’s participation in the terms of the Plan and this Agreement (as defined below) through acceptance of RSUs is entirely voluntary, and is not a term and/or condition of employment, and is not compensation for services rendered, but is instead an award granted on a discretionary basis to align Participant’s interests with those of Chewy’s stockholders and is an award that Participant is free to decline at Participant’s discretion.
(ii) 參與者因涉及欺詐或不誠實行爲的任何重罪而被定罪,對公司或其任何關聯公司構成欺詐行爲;(iii)參與者的行爲,根據公司真誠和合理的事實調查和判斷,表明明顯無法勝任其職務;(iv)參與者故意嚴重違反其向公司或其關聯公司承擔的任何合同、法定或受託義務;或(v)故意不當行爲對公司或其子公司或關聯公司造成重大經濟損失或公開恥辱。
公司需要預提的股份數量(“都需代扣稅款。作爲行使期權的條件,參與者應進行相關安排,以滿足與行使相關的任何聯邦、州、地方或外國代扣稅款義務,同時,參與者還應進行適當的安排,以滿足與行使通過行使期權獲得的股票處理相關的任何聯邦、州、地方或外國代扣稅款義務。”) in accordance with Section 15 of the Plan (except to the extent the Participant shall have a written agreement with the Company or any of its Affiliates under which the Company or an Affiliate of the Company is responsible for payment of taxes with respect to the issuance of the Shares, or in the event the Company is not required to withhold any payments in respect of taxes, in which case the full number of Shares shall be issued). To the extent any Withholding Taxes may become due prior to the settlement of any RSUs, the Committee may accelerate the vesting of a number of RSUs equal in value to the Withholding Taxes, the Shares delivered in settlement of such RSUs shall be delivered to the Company, and the number of RSUs so accelerated shall reduce the number of RSUs which would otherwise become vested on the next applicable vesting date. The number of RSUs or Shares equal to the Withholding Taxes shall be determined using the closing price per Share on the New York Stock Exchange (the “紐交所”) (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares to the Participant or the Company, as applicable, and shall be rounded up to the nearest whole RSU or Share.
(c)The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.
5.服務的終止.
(a)In the event that the Participant’s Service with the Company terminates for any reason, any unvested RSUs shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested RSUs (and any Dividend Equivalents accrued thereon) shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).
(b)The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s Service so long as the Participant continues to be an employee or service provider, as applicable, of the Company. Whether (and the circumstances under which) the Participant’s Service has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or 「officer」 as defined under Rule 16a-1(f) of the Exchange Act, its designee, whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own Service for purposes of the RSUs).
6.轉讓限制. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such attempted or purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
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Company or any of its Affiliates; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
7.Repayment of Proceeds; Clawback Policy.
(a)If the Participant’s Service is terminated by the Company for Cause or the Participant resigns while grounds for Cause exist, a Detrimental Activities Violation occurs, or theCompany discovers that after a termination of Service that grounds for a termination with Cause existed at the time thereof, then the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days of the Company’s request to the Participant therefor, the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs or Shares issued in settlement of the RSUs. With respect to the scenario where the Company discovers that after a termination of Service that grounds for a termination with Cause existed at the time thereof, then any reference in this Agreement to grounds existing for a termination with Cause shall be determined without regard to any cure period or other procedural delay or event required prior to a finding of, or termination with, Cause.
13.地點;個人司法管轄權;語言. Subject to any arbitration agreement between Participant and the Company, any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference) or a judgment entered by an Adjudicator, that can be pursued or enforced in a court of law, shall be brought in the U.S. District Court for the District of Delaware or in another court of competent subject matter jurisdiction located in the State of Delaware. The Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, all hereby submit to the exclusive jurisdiction of the courts of proper subject matter jurisdiction located in Delaware (the “Chosen Venue”), consent to the exercise of personal jurisdiction over them by such courts, and waive
(a) any objections which they may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement that can be pursued in a court of law in the Chosen Venue; (b) any claim that any such suit, action, or proceeding brought in the Chosen Venue has been brought in any inconvenient forum; and (c) any right to a jury trial in the Chosen Venue (unless such jury waiver would violate controlling law or otherwise make the remainder of the forgoing provisions regarding Chosen Venue unenforceable). Nothing herein shall be construed to waive the arbitration obligations Participant or Company may have as a result of any arbitration agreement between them. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern.
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14.利害繼承人. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce萬億.is Agreement. Likewise萬億.e Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
3.本協議的“業務” of the Company is providing retail and wholesale pet food, pet pharmacy and compounding, pet health and wellness, pet insurance, and other pet supply products and services (with 「pets」 as referenced in this Agreement to include, without limitation, in addition to household pets, any domesticated livestock); (ii) the Company is one of the limited number of entities to have developed such a Business; (iii) the Company’s Business is national in scope; (iv) the Company directly competes with: e-commerce and mail-order pharmacies and pharmacy compounders; e- commerce retailers and wholesalers of pet food, pet pharmacy and
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compounding, pet health and wellness, pet insurance and other pet supply services and pet products, including those that exclusively sell pet-related products as well as those offering pet food, pet pharmacy and compounding, pet health and wellness, pet insurance, and/or other pet supply services and pet products as one amongst many product categories available for purchase; and brick-and-mortar retailers and wholesalers whose primary business is the retail or wholesale of pet food, pet pharmacy or compounding, pet health and wellness, and/or other pet supply services and pet products (the entities enumerated above are collectively referred to as “競爭對手”); (v) over the course of Participant’s career, the Company’s business may expand beyond its current Business, and therefore, the definition of Competitors also includes any business engaged in the developing, marketing or selling of any product(s) or service(s) the Company is developing, marketing or selling or has plans to develop, market or sell at the time of Participant’s termination of employment, in which Participant had involvement or about which Participant was provided Confidential Information (as defined below) during the Look Back Period (as defined below).
A-2. Avoidance of Competition and Other Detrimental Acts After Engagement.
1.Exceptions to Restrictions. Notwithstanding anything in this Agreement to the contrary, nothing herein prohibits Participant from owning a non-controlling interest consisting of 2% or less of any class of securities in any publicly traded company or passive investments through an independently controlled fund such as a mutual fund, provided that Participant is not a controlling person of, or a member of a group that controls, a business that is a Competitor, and further provided that Participant does not otherwise participate in any conduct prohibited under this Agreement. In addition, nothing herein shall be construed to prohibit Participant’s employment in a separately operated subsidiary or other business unit of a company that would not be a Competitor but for
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common ownership with a Competitor so long as Participant provides written assurances regarding the non-competitive nature of Participants position that are satisfactory to the Company and Participant remains employed solely in such non-competitive entity or unit during the pendency of the restrictions in Section A-2. Nothing herein is intended to be or is to be construed as a prohibition against general generic advertising of a company’s products, services, or job openings to the public such as 「help wanted」 ads that are not targeted at the Company. The parties acknowledge that some states prohibit or place limitations on the use of covenants not to compete or noncompete covenants with an employee considered to be a low wage worker based on the employee’s rate of compensation or overtime exemption status under the Fair Labor Standards Act (a 「Low Wage Worker Protection」 law, or 「LWWP law」). It is the parties’ intent not to create any restriction that would violate any controlling state LWWP law. Where the controlling state’s law includes an LWWP law, it is the parties’ intent that this Agreement’s obligations be construed so as to fit within any applicable exclusion for duty of loyalty obligations, nonsolicitation covenants, confidential information protection covenants, and intellectual property assignment agreements recognized under the LWWP law at issue, and that it does not create a prohibited covenant not to compete.