Exhibit 10.8
WINC, INC.
EXECUTIVE SEVERANCE PLAN
Winc, Inc., a Delaware corporation (the “Company”), has adopted this Winc, Inc. Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA (as defined below)) in connection with qualifying terminations of employment.
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Notwithstanding the foregoing, the termination of the Participant’s employment under subsection (c), (d), or (e) shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a notice specifying the particular act or acts or failure to act that is the basis of such notice, and the Participant fails, within ten (10) days of the Participant’s receipt of such notice, to substantially correct the same (to the extent correctable). For clarity, a termination without “Cause” does not include any termination that occurs as a result of the Participant’s death or disability.
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Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides written notice to the Company setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason; (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice; and (3) the effective date of the Participant’s termination for Good Reason occurs no later than 60 days after the expiration of the Company’s cure period. With respect to the foregoing definition, the term “Company” will be interpreted to include any subsidiary, parent, affiliate, or any successor thereto, if appropriate.
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S-1
I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Winc, Inc. on October 11, 2021.
Signature: /s/ Matthew Thelen_______
Name: Matthew Thelen
Title: Secretary
S-1
Exhibit A
Calculation of QUALIFYING TERMINATION Severance Amounts
Tier | Cash Salary Severance | Cash Salary Severance Period | Equity Acceleration | COBRA Period (1) |
1 | 100% Base Compensation | 12 months | Accelerated vesting (and, as applicable, exercisability) of 25% of the total number of shares subject to each Equity Award | 12 months |
(1) COBRA Period begins on the first day of the calendar month following the calendar month in which the Date of Termination occurs.
Exh. B-1
|US-DOCS\125010999.5||
Exhibit B
Calculation of CIC TERMINATION Severance Amounts
Tier | Cash Severance | Cash Salary Severance Period | Equity Acceleration | COBRA Period (1) | |
Cash Salary Severance | Incentive Compensation Severance | ||||
1 | 100% Base Compensation | 100% Target Incentive Compensation | 12 Months | Full vesting acceleration (and, as applicable, exercisability) of Equity Awards | 12 months |
(1) COBRA Period begins on the first day of the calendar month following the calendar month in which the Date of Termination occurs.
Exh. B-1
|US-DOCS\125010999.5||
EXHIBIT C
FORM OF RELEASE
[To be attached]
Exh. C-1
EXHIBIT D
Detailed Claims Procedures
Section 1.1. Claim Procedure. Claims for benefits under the Plan shall be administered in accordance with Section 503 of ERISA and the Department of Labor Regulations thereunder. The Administrator shall have the right to delegate its duties under this Exhibit and all references to the Administrator shall be a reference to any such delegate, as well. The Administrator shall make all determinations as to the rights of any Participant, beneficiary, alternate payee or other person who makes a claim for benefits under the Plan (each, a “Claimant”). A Claimant may authorize a representative to act on his or her behalf with respect to any claim under the Plan. A Claimant who asserts a right to any benefit under the Plan he has not received, in whole or in part, must file a written claim with the Administrator. All written claims shall be submitted to the head of Human Resources of Winc, Inc.
Exh. D-1
Exh. D-2
Exh. D-3