EXECUTIVE TRANSITION AGREEMENT
This Executive Transition Agreement (this “Agreement”) is entered into as of October 20, 2023 by and between Robert Alpert (the “Executive”) and P10 Intermediate Holdings, Inc. (the “Company”) on behalf of it and its parent, subsidiaries, successors, and assigns, including but not limited to P10, Inc. (“P10”) (collectively with Executive, the “Parties”).
RECITALS
WHEREAS, the Executive has been employed by the Company as co-Chief Executive Officer pursuant to the terms of the Amended and Restated Employment Agreement dated May 12, 2023 (the “Employment Agreement”); and
WHEREAS, the Parties wish to transition Executive from his current role as co- Chief Executive Officer to Executive Chairman in an orderly way to allow for the Company’s engagement of a new Chief Executive Officer pursuant to the terms and conditions expressed in this Agreement.
NOW THEREFORE, in consideration of the promises, representations, and conditions set forth herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
Incentive Plan, as such plan may be amended from time to time or any successor plan thereto (the “Incentive Plan”). The Transition RSUs shall fully vest on the first anniversary of the date of grant. The Transition RSUs will remain subject to the terms and conditions of the Incentive Plan and any award agreements issued thereunder.
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Executive accepts and executes this Agreement and executes and does not revoke the General Release and Waiver of Claims (the “Release”) attached hereto as Exhibit A within the time periods specified therein, the Company shall provide Executive with the following payments and benefits:
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the signature pages thereto (the “Company Control Agreement”) with respect to any and all Equity Securities (as defined in the Company Control Agreement) owned directly or beneficially by Executive or his Affiliates (as defined in the Company Control Agreement) in accordance with Section 5(b)(vi) of the Employment Agreement.
(i) the Transition End Date, or (ii) in the event the Company or the Executive terminates this Agreement prior to the Transition End Date, the Transition RSUs shall: (1) be subject to pro-rata vesting based on multiplying the total Transition RSUs by a fraction, the numerator of which is the number of days during the Transition Period in which Executive remained employed with the Company and the denominator of which is 366; and (2) receive the pro-rata share of the Transition Salary based on the same calculation.
Company’s past, present and future parent, subsidiary, affiliated, or related companies, including but not limited to P10 Holdings, Inc. and P10 Intermediate Holdings, Inc. (collectively, the “Affiliated Entities”), together with each and all of their respective past, present and future shareholders, investors, officers, directors, partners, members, managers, principals, servants, employees, agents, contractors, representatives, attorneys, insurers, predecessors, successors, and assigns (collectively, the “Company Released Parties”) from and against any and all rights, claims, complaints, debts, losses, liabilities, demands, obligations, promises, acts, agreements, grievances, losses, arbitrations, defenses, actions, causes of action and/or damages, whether in law or in equity, known or unknown, accrued or unaccrued, direct or derivative, liquidated or unliquidated, and suspected or unsuspected, that are based upon facts, events, acts, or omissions occurring on or before the date of this Agreement, including, but not limited to, any matter or action related to Executive’s employment with or separation from the Company or any claims under the Employment Agreement. Executive understands and agrees that the release of claims contained in this Section 6 includes, but is not limited to, any and all claims arising under any state or local laws, rules, regulations or ordinances, including but not limited to all claims arising under any federal laws, rules or regulations, including but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Americans With Disabilities Act, the ADA Amendments Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, including the Older Workers Benefit Protection Act, the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act, the False Claims Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, and the Texas Commission on Human Rights Act), the Texas Whistleblower Act, and any other federal, state, or local laws, rules, or regulations, whether equal employment opportunity laws, rules, or regulations or otherwise that may be applicable to Executive during the term of his employment with the Company as well as any and all tort, contract, statutory or common law claims, matters or actions.
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against for reporting any allegations of wrongdoing by the Company, P10, or its officers, including any allegations of corporate fraud or discriminated against based on Executive’s actual or perceived status in any protected class or status recognized by state or federal law.
6 of the Employment Agreement (other than Section 6(a)(ii)), including his obligations of
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confidentiality and non-solicitation obligations, represents and warrants that he has not breached the same, and understands that such obligations continue after the Transition Date throughout the Transition Period. The Parties incorporate such obligations into this Agreement as if fully set forth herein and acknowledge that Executive’s breach of those obligations shall constitute a breach of this Agreement; provided, however, that the non-solicitation restrictions found in Section 6 of the Employment Agreement shall not prohibit Executive from soliciting or hiring Caryn Peeples for employment after the Transition End Date. Notwithstanding the foregoing, the Parties agreement that the Restricted Period, as that term is used in Section 6(b) of the Employment Agreement shall run for the Transition Period and for a period of one (1) year following the Transition End Date. The Executive acknowledges that the Company, P10, and/or the Affiliated Entities would be irreparably injured by a violation of the confidentiality obligations and non-solicitation restrictions and agrees that the Company shall be entitled to an injunction restraining the Executive from any actual or threatened breach of these restrictive covenants, or to any other appropriate equitable remedy without bond or other security being required. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages that the parties may seek in arbitration.
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except that the Company may not assign this Agreement without Executive’s prior written consent, except to an acquirer of all or substantially all of the assets of the Company.
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Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.
IN WITNESS WHEREOF, the Executive and the Company have executed this Employment Agreement as of the date first above written.
Robert Alpert
By: /s/ Amanda Coussens
Amanda Coussens, Chief Financial Officer
P10 Intermediate Holdings, Inc.
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EXHIBIT A
GENERAL RELEASE AND WAIVER OF CLAIMS
This GENERAL RELEASE AND WAIVER OF CLAIMS (“General Release”) is made and entered into by and between Robert Alpert (“Executive”) and P10 Intermediate Holdings, Inc. (the “Company”) on behalf of it and its parent, subsidiaries, successors, and assigns, including but not limited to P10, Inc. (“P10”) (collectively with Executive, the “Parties”). Capitalized, undefined terms used in this General Release shall have the meaning ascribed to them in the Executive Transition Agreement (the “Transition Agreement”) between Executive and the Company dated October 20, 2023. In accordance with the terms and conditions set forth in the Transition Agreement, Executive agrees as follows:
Company’s past, present and future parent, subsidiary, affiliated, or related companies, including but not limited to P10 Holdings, Inc. and P10 Intermediate Holdings, Inc. (collectively, the “Affiliated Entities”), together with each and all of their respective past, present and future shareholders, investors, officers, directors, partners, members, managers, principals, servants, employees, agents, contractors, representatives, attorneys, insurers, predecessors, successors, and assigns (collectively, the “Released Parties”) from and against any and all rights, claims, complaints, debts, losses, liabilities, demands, obligations, promises, acts, agreements, grievances, losses, arbitrations, defenses, actions, causes of action and/or damages, whether in law or in equity, known or unknown, accrued or unaccrued, direct or derivative, liquidated or unliquidated, and suspected or unsuspected, that are based upon facts, events, acts or omissions occurring on or before the date of this General Release, including, but not limited to, any matter or action related to Executive’s employment with or separation from the Company or any claims under the
Employment Agreement. Executive understands and agrees that the release of claims contained in this Section includes, but is not limited to, any and all claims arising under any state or local laws, rules, regulations or ordinances, including but not limited to all claims arising under any federal laws, rules or regulations, including but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Americans With Disabilities Act, the ADA Amendments Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, including the Older Workers Benefit Protection Act, the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act, the False Claims Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, and the Texas Commission on Human Rights Act), the Texas Whistleblower Act, and any other federal, state, or local laws, rules, or regulations, whether equal employment opportunity laws, rules, or regulations or otherwise that may be applicable to Executive during the term of his employment with the Company as well as any and all tort, contract, statutory or common law claims, matters or actions.
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fraud or discriminated against based on Executive’s actual or perceived status in any protected class or status recognized by state or federal law.
WORKERS BENEFIT PROTECTION ACT, AS AMENDED. In order to comply with statutory requirements in connection with this waiver, by Executive’s signature below Executive acknowledges and agrees that:
Executive is waiving rights or claims under the Age Discrimination in Employment Act in exchange for consideration that is in addition to anything of value to which he is already entitled;
Executive has been encouraged in writing (and is hereby encouraged in writing) to review this General Release with an attorney prior to executing it, and that he has had sufficient opportunity to consult with an attorney prior to executing this General Release;
Executive has carefully read and fully understand all of the provisions and effects of this General Release knowingly and voluntarily (and of his/her own free will) has entered into all of the terms set forth in this General Release;
Executive knowingly and voluntarily intend to be legally bound by all of the terms set forth in this General Release;
Executive relied solely and completely upon his/her own judgment or the advice of his attorney in entering into this General Release;
Executive has been given at least twenty-one (21) days to consider the terms of this General Release before signing it, and acknowledge that any changes to the terms or conditions of this General Release (whether material or immaterial) will not restart the running of the twenty-one-day period; and
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Executive may execute this General Release prior to the end of the twenty- one (21) day time period referenced above but, if he does so, in accordance with 29 CFR § 1625.22(e)(6), he knowingly and voluntarily decided to sign the General Release after considering it for fewer than twenty-one (21) days and such decision was not induced by the Company in any way, including by fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the twenty-one-day time period.
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READ CAREFULLY BEFORE SIGNING
This is a legally binding document. This Agreement contains a release and waiver of Executive’s rights under federal, state and local laws, rules, regulations and ordinances. By signing this Agreement, Executive understands that Executive is waiving any and all rights Executive has, had, may have or may have had against the Company under such laws. Before signing, Executive should review this Agreement carefully and seek the advice of an attorney to discuss this Agreement including the legal effect of signing this Agreement. By signing below, the Parties represent to each other that they have reviewed and discussed this Agreement with an attorney, have satisfied themselves that they fully understand the terms of this Agreement, and are voluntarily executing this Agreement only after such consultation.
Robert Alpert
Date: 10/20/2023 | 5:29 PM EDT
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