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. |
| PARTICIPANT: | ||
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By: | /s/ Jennifer Grafton |
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| /s/ Andrew Appel |
Signature: | Jennifer Grafton |
| Signature: | Andrew Appel |
Title: | Executive Vice President, General Counsel & Secretary |
| 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
| 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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