Exhibit 10.1
Employment Agreement
This Employment Agreement
(the “Agreement”), dated as of June 20, 2024, but effective as of July 1, 2024 (the “Effective Date”),
is by and between Stephanie Sentell, on the one hand (“Employee”), and each of Shake Shack Inc., a corporation organized
under the laws of the State of Delaware (“Pubco”), SSE Holdings, LLC, a limited liability company organized under the
laws of the State of Delaware (the “Partnership”), and Shake Shack Enterprises, LLC, a limited liability company organized
under the laws of the State of New York, on the other hand (“Enterprises” and, together with Pubco and the Partnership,
collectively, the “Company”).
RECITALS
WHEREAS, Employee has been
appointed Chief Operations Officer as of the Effective Date; and
WHEREAS, in connection with
such appointment, the parties desire to enter into this Agreement to reflect the terms of Employee’s employment.
NOW, THEREFORE, in consideration
of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, effective as of the Effective Date, as follows:
1.
Certain Definitions
(a)
“2024 Semi-Annual Bonus” shall have the meaning set forth in Section 3(b)(ii).
(b)
“Accrued Obligations” shall have the meaning set forth in Section 5(a).
(c)
“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled
by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the
Securities Act of 1933, as amended from time to time.
(d)
“Agreement” shall have the meaning set forth in the preamble hereto.
(e)
“Annual Base Salary” shall have the meaning set forth in Section 3(a).
(f)
“Annual Equity Award” shall have the meaning set forth in Section 3(c).
(g)
“Benefits” shall have the meaning set forth in Section 20(d).
(h)
“Board” shall mean the Board of Directors of Shake Shack Inc.
(i)
“Bonus” shall have the meaning set forth in Section 3(b)(i).
(j)
“Business” shall mean the business of developing, managing, and/or operating of (i) “better burger”
restaurants, (ii) “quick service” or “fast food” restaurants with an emphasis on hamburgers, and (iii) fast casual
restaurants (i.e., restaurants that do not offer table service but promise a higher quality of food with fewer frozen or processed ingredients
than a fast food restaurant; e.g., Chipotle Mexican Grill, Culvers and Panera).
(k)
The Company shall have “Cause” to terminate Employee’s employment hereunder upon: (i) the willful misconduct,
gross negligence or an act of dishonesty of Employee with regard to the Company or any of its Affiliates, which in either case, results
in or could reasonably be expected to result in material harm to the Company or such Affiliate; (ii) the willful and continued failure
of Employee to attempt to perform her duties with the Company or any of its Affiliates (other than any such failure resulting from Employee’s
Disability), which failure is not remedied within 30 days after receiving written notice thereof; (iii) the conviction of Employee of
(or the plea by Employee of guilty or nolo contendere to) any felony involving moral turpitude (other than traffic related offenses
or as a result of vicarious liability); or (iv) a material breach by Employee of any material provision of this Agreement, which breach
is not remedied within ten (10) days after receiving written notice thereof.
(l)
“Claims” shall have the meaning set forth in Section 8(a).
(m)
“COBRA” shall have the meaning set forth in Section 5(b)(iii).
(n)
“Code” shall mean the Internal Revenue Code of 1986, as amended.
(o)
“Company” shall have the meaning set forth in the preamble hereto.
(p)
“Confidential Information” shall mean confidential, proprietary, and personal information about the Company,
its partners and owners, and its customers and patrons. Such confidential, proprietary, and personal information includes but is not limited
to information concerning the personal and financial affairs of the Company’s partners and owners as well as the Company’s
business, financial condition, operations, assets and liabilities, research and development, marketing and public relations strategies,
formulas, programs, systems of operations, recipes, ingredient lists, identification of suppliers and resources for goods and services,
information regarding the needs, preferences, electronic mail addresses, names and telephone numbers of Company customers and guests,
customer and guest lists, employee information, training manuals and videos, written procedures integral to the Company’s day-to-day
operations, trade secrets, sales, products, services, accounts, purchasers of Company products, marketing, packaging, merchandising, distribution,
manufacturing, finance, financial data, technology, intellectual property, including patents, design patents, trademarks, trade dress,
copyrights, strategies, business structures, operations or ventures or other business affairs or plans, or information relating to existing
or contemplated businesses, products and/or services of the Company, and any other information which the Company does not disclose to
third parties not in a relationship of confidence with the Company.
(q) “Date
of Termination” shall mean (i) if Employee’s employment is terminated due to Employee’s death, the date of
Employee’s death; (ii) if Employee’s employment is terminated due to Employee’s Disability, the date determined
pursuant to Section 4(a)(ii); or (iii) if Employee’s employment is terminated pursuant to Section
4(a)(iii)-(vi), either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section
4(b), whichever is earlier.
(r)
“Disability” shall mean Employee’s inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a
continuous period of not less than 12 months.
(s)
“Effective Date” shall have the meaning set forth in the recitals hereto.
(t)
“Employee” shall have the meaning set forth in the preamble hereto.
(u)
“Excise Tax” shall have the meaning set forth in Section 20(d).
(v)
“Extension Term” shall have the meaning set forth in Section 2(b).
(w)
“Full Payment” shall have the meaning set forth in Section 20(d).
(x)
Employee shall have “Good Reason” to terminate Employee’s employment hereunder after the occurrence of
one or more of the following conditions without Employee’s consent: (i) any material adverse change by the Company in the Annual
Base Salary, position, duties, responsibilities, authority, title or reporting obligations, or the assignment of duties to Employee by
the Company that are materially inconsistent with Employee’s position; (ii) a relocation of Employee’s principal business
location by more than fifty (50) miles from its then current location; or (iii) any other material breach by the Company of this Agreement
or any other agreement with Employee. Notwithstanding the foregoing, no termination for Good Reason will be effective unless: (A) Employee
provides the Company with at least thirty (30) days prior written notice of her intent to resign for Good Reason (which notice must be
provided within sixty (60) days following the occurrence of the event(s) purported to constitute Good Reason); and (B) the Company has
not remedied the alleged violation(s) within the thirty (30)-day period; in which event Employee’s resignation shall become effective
on the thirtieth (30th) day following the Company’s receipt of written notice.
(y)
“Incentive Award Plan” shall have the meaning set forth in Section 3(c).
(z)
“Initial Term” shall have the meaning set forth in Section 2(b).
(aa)
“Notice of Termination” shall have the meaning set forth in Section 4(b).
(bb)
“Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general
partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited
by shares, limited liability company or joint stock company), incorporated or unincorporated association, governmental authority, firm,
society or other enterprise, organization or other entity of any nature.
(cc)
“Reduced Payment” shall have the meaning set forth in Section 20(d).
(dd)
“Release” shall have the meaning set forth in Section 5(b).
(ee)
“Release Expiration Date” shall have the meaning set forth in Section 20(c).
(ff)
“Restricted Area” shall have the meaning set forth in Section 6(b).
(gg)
“Rules” shall have the meaning set forth in Section 8(a).
(hh)
“Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective
Date.
(ii)
“Severance Period” shall mean the period beginning on the Date of Termination and ending on the date that is
twelve (12) Fiscal Months following the date of Termination.
(jj)
“Signing Cash Award” shall have the meaning set forth in Section 3(d).
(kk)
“Signing Restricted Stock Unit Award” shall have the meaning set forth in Section 3(e).
(ll)
“Target Bonus Opportunity” shall have the meaning set forth in Section 3(b)(i).
(mm)
“Term” shall have the meaning set forth in Section 2(b).
2.
Employment
(a)
In General. The Company shall employ Employee under this Agreement and Employee shall remain in the employ of the Company
under this Agreement, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the
other terms and conditions herein provided.
(b)
Term of Employment. The initial term of employment under this Agreement (the “Initial Term”) shall be
for the period beginning on the Effective Date and ending on the third (3rd) anniversary thereof, unless earlier terminated
as provided in Section 4. The Initial Term shall automatically be extended for successive one-year periods (each, an “Extension
Term” and, collectively with the Initial Term, the “Term”), unless either party hereto gives notice of non-extension
of the Term to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.
(c)
Position and Duties. During the Term, Employee: (i) shall serve as Chief Operations Officer of the Company, with responsibilities,
duties and authority customary for such position; (ii) shall report directly to the Chief Executive Officer; (iii) shall devote substantially
all Employee’s working time and efforts to the business and affairs of the Company; and (iv) agrees to observe and comply with the
Company’s rules and policies as adopted by the Company from time to time. The parties acknowledge and agree that Employee’s
duties, responsibilities and authority may include services for one or more Affiliates of the Company.
3.
Compensation and Related Matters
(a)
Annual Base Salary. During the Term, Employee shall receive a base salary at a rate of Five Hundred Fifty Thousand U.S.
Dollars (US$550,000.00) per annum, as adjusted, which shall be paid in accordance with the customary payroll practices of the Company
(the “Annual Base Salary”). Employee’s Annual Base Salary shall be reviewed annually in connection with Employee’s
annual performance review. The annual review of Employee’s Annual Base Salary will consider both Employee’s and the Company’s
performance. Any adjusted salary then shall become Employee’s Annual Base Salary.
(b)
Bonuses.
(i)
During the portion of the Term beginning after the conclusion of fiscal year 2024, Employee shall be eligible to receive
an annual bonus, semi-annual bonus, or such other periodic performance-based cash bonus as determined by the Board (or the Compensation
Committee thereof), in each case based on an annualized target bonus opportunity of Seventy-Five Percent (75%) of the Annual Base Salary
(the “Bonus”; such target bonus opportunity, the “Target Bonus Opportunity”), which shall be payable
based upon the attainment of individual and Company performance goals established each fiscal year by the Board (or the Compensation Committee
thereof), with the opportunity to make up to Two Hundred Percent (200%), on an annualized basis, of the Annual Base Salary, which shall
be payable if the Company and/or Employee exceed such performance goals. Each such bonus shall be payable on, or at such date as is determined
by the Board within one hundred twenty (120) days following, the last day of the Fiscal Month, Fiscal Quarter or Fiscal Year, as applicable,
with respect to which such bonus relates.
(ii)
For fiscal year 2024, Executive shall be eligible to receive a semi-annual performance-based cash bonus (the “2024
Semi-Annual Bonus”) based on the Target Bonus Opportunity, which shall be payable based upon the attainment of individual and
Company performance goals established for the second half of fiscal year 2024, with the opportunity to make up to Two Hundred Percent
(200%), on an annualized basis, of the Annual Base Salary, which shall be payable if the Company and/or Employee exceed such performance
goals, with such amount being equal to the target amount of the 2024 Semi-Annual Bonus for the second half of fiscal year 2024 as adjusted
based on the attainment of such Company and Employee performance goals established for the second half of fiscal year 2024. The 2024 Semi-Annual
Bonus shall be payable on, or at such date as is determined by the Board within one hundred twenty (120) days following, the last day
of fiscal year 2024.
(iii)
Except as provided in Section 5, notwithstanding any other provision of this Section 3(b), no bonus shall
be payable under this Section 3(b) unless Employee remains continuously employed with the Company during the period beginning on
the Effective Date and ending on the applicable bonus payment date.
(c) Equity
Awards. With respect to each Company fiscal year commencing in fiscal year 2025, Employee shall be eligible to receive an annual
equity compensation award (each such award, an “Annual Equity Award”), currently with a minimum target value of
Seven Hundred Fifty Thousand U.S. Dollars (US$750,000.00). Each Annual Equity Award shall be subject to the terms of the Shake Shack
Inc. 2015 Incentive Award Plan, as amended and restated, and as it may be further amended, or its successor plan (the
“Incentive Award Plan”), and shall be set forth in one or more written award agreements between the Company and
Employee. Employee agrees and acknowledges that the future grant of equity awards, if any, and the terms and conditions of such
equity awards, shall be subject to the sole discretion of the Board (or the Compensation Committee thereof).
(d)
Signing Cash Award. Employee shall be entitled to receive a cash award (the “Signing Cash Award”) equal
to Seven Hundred Fifty Thousand U.S. Dollars (US$750,000.00). The Signing Cash Award shall be payable within fourteen (14) days following
the Effective Date; provided, however, that in the event Employee is terminated for Cause or resigns without Good Reason
prior to the first (1st) anniversary of the date on which the Signing Cash Award is paid, Employee shall repay to the Company
the total value of the Signing Cash Award within thirty (30) days of the Date of Termination. Employee further authorizes the Company
to deduct from any wages owed to Employee any amount owed to the Company hereunder.
(e)
Signing Restricted Stock Unit Award. On July 15, 2024, Employee shall be granted restricted stock units for such number
of shares of the Company’s Class A common stock as may be determined based on an aggregate grant date fair value of Seven Hundred
Fifty Thousand U.S. Dollars (US$750,000.00), as calculated using the closing stock price on the award date (the “Signing Restricted
Stock Unit Award”). Provided that Employee remains employed by the Company through the applicable vesting dates, and except
as otherwise provided for in this Agreement, the Signing Restricted Stock Unit Award shall vest in four (4) equal installments on each
of the first (1st), second (2nd), third (3rd), and fourth (4th) anniversaries of the award
date.
(f)
Benefits. During the Term, Employee shall be eligible to participate in employee benefit plans, programs and arrangements
of the Company in accordance with their terms, as in effect from time to time, including Health, Dental, and Vision insurance plans (available
on the 91st day after the Effective Date) and the 401(k) plan (available as of 90 days following the Effective Date), and as
are generally provided by the Company to its senior executive officers. In addition, during the portion of the Term beginning on the Effective
Date and such date that Employee is eligible to participate in the Company’s Health, Dental, and Vision insurance plans, the Company
shall reimburse Employee for the equivalent of the monthly employer portion of health care coverage costs that the Company pays for the
Company’s other senior executive officers; provided that Employee submits to the Company evidence of Employee’s payments to
the COBRA administrator.
(g)
Vacation; Holidays. During the Term, Employee shall be entitled to paid time off each full calendar year in accordance with
the Company’s Paid Time Off Policy. As of the Effective Date, Employee shall be eligible to accrue hours for the equivalent of eighteen
(18) days of paid time off each fiscal year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Employee.
Holidays shall be provided in accordance with Company policy, as in effect from time to time.
(h)
Business Expenses; Commuting Expense Stipend.
(i) During
the Term, the Company shall reimburse Employee for all reasonable, documented, out-of-pocket travel and other business expenses
incurred by Employee in the performance of Employee’s duties to the Company in accordance with the Company’s Travel and
Expense policy, as in effect from time to time.
(ii)
In addition, through the first (1st) anniversary of the Effective Date, Employee shall be entitled to a stipend
of Four Thousand U.S. Dollars (US$4,000.00) per fiscal month (pro rated for the fiscal month in which the Effective Date and the anniversary
date fall and subject to any applicable withholding) on account of travelling to and from Employee’s primary residence and the Company’s
principal business location in New York, New York, subject to the Company’s Travel & Expense Policy, as in effect from time
to time.
(i)
Indemnification. During the Term and for so long thereafter as liability exists with regard to Employee’s activities
during the Term on behalf of the Company, the Company shall indemnify, defend, and hold harmless Employee (other than in connection with
Employee’s gross negligence or willful misconduct) in accordance with the Company’s customary indemnification policies and
procedures which are applicable to the Company’s officers and directors.
4.
Termination.
During the Term, Employee’s employment hereunder may be terminated by the Company or Employee, as
applicable, without any breach of this Agreement only under the following circumstances:
(a)
Circumstances
(i)
Death. Employee’s employment hereunder shall terminate upon Employee’s death.
(ii)
Disability. If Employee incurs a Disability, the Company may give Employee written notice of its intention to terminate
Employee’s employment. In that event, Employee’s employment with the Company shall terminate, effective on the later of the
thirtieth (30th) day after receipt of such notice by Employee or the date specified in such notice; provided that, within
the thirty (30)-day period following receipt of such notice, Employee shall not have returned to full-time performance of Employee’s
duties hereunder.
(iii)
Termination for Cause. The Company may terminate Employee’s employment for Cause.
(iv)
Termination without Cause. The Company may terminate Employee’s employment without Cause.
(v)
Resignation for Good Reason. Employee may resign from Employee’s employment for Good Reason.
(vi)
Resignation without Good Reason. Employee may resign from Employee’s employment without Good Reason.
(b)
Notice of Termination. Any termination of Employee’s employment by the Company or by Employee under this Section
4 (other than a termination pursuant to Section 4(a)(i) above) shall be communicated by a written notice to the other party
hereto (a “Notice of Termination”): (i) indicating the specific termination provision in this Agreement relied upon,
(ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment
under the provision so indicated (except with respect to a termination pursuant to Sections 4(a)(iv) or (vi), for which
no detail is necessary), and (iii) specifying a Date of Termination which, if submitted by Employee, shall be at least thirty (30) days
following the date of such notice with respect to a termination pursuant to Section 4(a)(v) or ninety (90) days following the
date of such notice with respect to a termination pursuant to Section 4(a)(vi); provided, however, that a Notice
of Termination delivered by the Company pursuant to Section 4(a)(ii) shall not be required to specify a Date of Termination, in
which case the Date of Termination shall be determined pursuant to Section 4(a)(ii); provided further, that, notwithstanding
the foregoing, in the event that Employee delivers a Notice of Termination to the Company, the Company may, in its sole discretion, accelerate
the Date of Termination to any date that occurs following the date of Company’s receipt of such Notice of Termination (even if
such date is prior to the date specified in such Notice of Termination). A Notice of Termination submitted by the Company (other than
a Notice of Termination under Section 4(a)(ii)) may provide for a Date of Termination on the date Employee receives the Notice
of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Company or Employee to set forth
in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right
of the Company or Employee hereunder or preclude the Company or Employee from asserting such fact or circumstance in enforcing the Company’s
or Employee’s rights hereunder. Notwithstanding the foregoing, a termination pursuant to Section 4(a)(iii) shall be deemed
to occur if following Employee’s termination of employment for any reason the Company determines that circumstances existing prior
to such termination would have entitled the Company to terminate Employee’s employment pursuant to Section 4(a)(iii) (disregarding
any applicable cure period).
5.
Company Obligations Upon Termination of Employment
(a)
In General. Upon a termination of Employee’s employment for any reason, Employee (or Employee’s estate) shall
only be entitled to receive: (i) any portion of Employee’s Annual Base Salary through the Date of Termination not theretofore paid,
(ii) any expenses owed to Employee under Section 3(h), (iii) any accrued but unused time off pay owed to Employee pursuant to Section
3(g), subject to the Company’s Paid Time Off policy and (iv) any amount arising from Employee’s participation in, or benefits
under, any employee benefit plans, programs or arrangements under Section 3(f), which amounts shall be payable in accordance with
the terms and conditions of such employee benefit plans, programs or arrangements (the “Accrued Obligations”). Except
as otherwise set forth in Section 5(b) below, the payments and benefits described in this Section 5(a) shall be the only
payments and benefits payable in the event of Employee’s termination of employment for any reason.
(b)
Termination without Cause or for Good Reason. In the event of Employee’s termination of employment by the Company
without Cause pursuant to Section 4(a)(iv) or by Employee for Good Reason pursuant to Section 4(a)(v), in addition to the
Accrued Obligations described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and
subject to Employee’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary
form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):
(i)
Continue to pay to Employee Annual Base Salary during the Severance Period in accordance with the Company’s regular
payroll practice as of the Date of Termination;
(ii)
Pay to Employee an amount equal to (A) the amount of the Bonus or 2024 Semi-Annual Bonus, as applicable, that would have
been payable to Employee pursuant to Section 3(b) if Employee was still employed as of the applicable bonus payment date in respect
of the fiscal year in which the Date of Termination occurs and without duplication of any amounts previously paid to Employee in respect
of such Bonus or 2024 Semi-Annual Bonus for the fiscal year of Employee’s termination, except that (x) Employee shall receive only
a portion of the Bonus or 2024 Semi-Annual Bonus that Employee otherwise would have been entitled to pursuant to Section 3(b) that
is attributable to achievement of Company performance goals only (and excluding individual performance goals) in such year and (y) the
Bonus or 2024 Semi-Annual Bonus shall in no event exceed the portion of the Target Bonus Opportunity set forth in Section 3(b)
relating to achievement of the Company’s performance goals only (and excluding individual performance goals) in such year, multiplied
by (B) a fraction, the numerator of which is the number of full fiscal months elapsed during the fiscal year prior to the Date of
Termination and the denominator of which is the number of full fiscal months in the applicable fiscal year. Any amount payable pursuant
to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Employee in accordance with Section
3(b) as if Employee was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than
December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs. In the event the Date
of Termination occurs prior to the applicable bonus payment date for any Bonus or the 2024 Semi-Annual Bonus, as the case may be, earned
in the prior fiscal year, Employee shall be entitled to receive such Bonus or 2024 Semi-Annual Bonus, as the case may be, in accordance
with the terms set forth in Section 3(b) as if Employee was still employed on the applicable bonus payment date, but in no event
prior to the applicable bonus payment date therefor;
(iii)
If, during the Severance Period, Employee elects to continue coverage under the Company’s
group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
continue coverage for Employee and any eligible dependents under the Company group health benefit plans in which Employee and any dependents
were entitled to participate immediately prior to the Date of Termination. In the event Employee elects to continue with COBRA coverage,
provided, that Employee timely submits to the Company evidence of Employee’s payments made to the COBRA administrator, the
Company will reimburse Employee for the Company’s share of the premiums associated therewith in an amount equal to what the Company
pays for the health insurance premiums of other senior executive officers at the Company. The COBRA health continuation period under Section
4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iii); provided,
however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage
by the Company under this Section 5(b)(iii) shall immediately cease.
(iv)
As of the Date of Termination, the Company shall, at its expense, provide Employee with outplacement services from one or
more organizations that are then offered by the Company from time to time for up to six (6) months from the Date of Termination or until
employment is obtained, whichever occurs first.
(c)
Breach of Restrictive Covenants. Notwithstanding any other provision of this Agreement, no payment or benefit shall be
made or provided pursuant to Section 5(b) following the date Employee first violates any of the restrictive covenants set forth
in Section 6 or any other written agreement between Employee and the Company or any of its Affiliates.
(d)
Complete Severance. The provisions of this Section 5 shall supersede in their entirety any severance payment or benefit
obligations to Employee pursuant to the provisions in any severance plan, policy, program or other arrangement maintained by the Company.
6.
Restrictive Covenants. In consideration for
the potential payments to Employee hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Employee agrees to the following:
(a)
Confidentiality. Employee shall not, at any time during the Term or at any time thereafter, directly or indirectly, use
for the benefit of himself or any third party or disclose to any Person, firm, company or other entity (other than the Company or any
of its Affiliates) any Confidential Information without the prior written consent of the Company, except (i) as required in the performance
of her duties to the Company and its Affiliates, (ii) to the extent that Employee is required by law, subpoena or court order to disclose
any Confidential Information (provided that in such case, Employee shall (1) provide the Company with the earliest notice possible that
such disclosure is or may be required, (2) reasonably cooperate with the Company and its Affiliates, at the Company’s expense, in
protecting, to the maximum extent legally permitted, the confidential or proprietary nature of such Confidential Information and (3) disclose
only that Confidential Information which he is legally required to disclose), (iii) disclosing information that has been or is hereafter
made public through no act or omission of Employee in violation of this Agreement or any other confidentiality obligation or duty owed
to the Company or its Affiliates, (iv) disclosing information and documents to her attorney or tax adviser for the purpose of securing
legal or tax advice (provided that such Persons agree to keep such information confidential) or (v) disclosing only the post-employment
restrictions in this Agreement in confidence to any potential new employer. Employee shall take all actions necessary to protect the integrity
of the business plans, customer lists, statistical data and compilations, agreements, contracts, manuals or other materials, in whatever
form, of the Company and its Affiliates that contain Confidential Information, and upon the termination of Employee’s employment,
Employee agrees that all Confidential Information in her possession or under her control, directly or indirectly, that is in writing,
computer generated or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and will not
be retained by Employee or furnished to any Person, either by sample, facsimile, film, audio or video cassette, electronic data, verbal
communication or any other means of communication. Employee agrees that the provisions of this Section 6 are reasonable and necessary
to protect the proprietary rights of the Company and its Affiliates in the Confidential Information and trade secrets, goodwill and reputation.
In addition, the terms and conditions of this Agreement shall remain strictly confidential, and Employee shall not disclose the terms
and conditions hereof to any Person, other than immediate family members, legal advisors or personal tax or financial advisors, provided
that each such Person agrees to keep such terms and conditions confidential.
(b) Non-Competition.
Employee shall not, during the Term and for a period of time after Employee’s Date of Termination equal to twelve (12) months,
directly or indirectly, whether for himself or on behalf of any other Person, engage in, own, manage, operate, advise, provide
financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner,
director, or otherwise with, or have any financial interest (whether as a stockholder, director, officer, partner, consultant,
proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of, any Business that competes, directly or
indirectly, with the Company or any of its Affiliates in the Business or is otherwise engaged in activities competitive with the
Company or any of its Affiliates in the Business, in any jurisdiction in the United States of America or any other country in the
world where the Company or any of its Affiliates are then engaged in the Business (the “Restricted Area”). The
Business of any of the Company’s licensed or franchise partners, whether now or in the future, shall be deemed competitive
with the Company or any of its Affiliates in the Business. Employee agrees that the restrictions set forth in this Section
6(b) shall apply to any business (not only the Business) of the Company’s licensed or franchised partners.
Employee agrees that the Restricted
Area is reasonable taking into consideration the nature and scope of the operations of the Company and its Affiliates in the Business
and Employee’s role in such operations. It shall not be a violation of this Section 6(b) for Employee to own less than 1%
of the outstanding shares of a corporation that is engaged in the Business whose shares are listed on a national stock exchange or traded
in accordance with the automated quotation system of the National Association of Securities Dealers.
(c)
Non-Solicitation. Employee shall not, during the Term and for a period time after Employee’s Date of Termination equal
to twelve (12) months, either directly or indirectly, and whether for himself or on behalf of any other Person; (i) seek to persuade any
employee or consultant of the Company or any of its Affiliates to discontinue or diminish his or her status or employment therewith or
seek to persuade any employee, former employee (who was employed by the Company or any of its Affiliates at any time during the 12-month
period prior to the termination of Employee’s employment with the Company), or exclusive consultant of the Company or any of its
Affiliates to become employed or to provide consulting or contract services to a business competitive with the Company or its Affiliates
in the Business; (ii) solicit, employ or engage, or cause to be solicited, employed, or engaged, any person who is or was employed by
the Company or any of its Affiliates at any time during the 12-month period prior to the termination of Employee’s employment with
the Company; or (iii) solicit, encourage, or induce any contractor, agent, client, customer, supplier, or the like of the Company or any
of its Affiliates to terminate or diminish its/his relationship with, the Company or any of its Affiliates, or to refrain from entering
into a relationship with the Company or any of its Affiliates, including, without limitation, any prospective contact, contractor, agent,
client, customer, or the like of the Company or any of its Affiliates; provided, however, that the foregoing shall not prohibit
Employee from placing any general advertisements for employees so long as such general advertisements are not directed to any employees
of the Company or any of its Affiliates (provided that Employee may not, during the time periods set forth in this Section 6(c),
hire or engage any such Person who responds to such general advertisement).
(d) Non-Disparagement.
Employee agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents,
representatives, partners, members, equity holders or Affiliates, either orally or in writing, at any time, and the Company agrees
to instruct its directors and officers as of the Date of Termination not to disparage Employee, either orally or in writing, at any
time; provided that Employee, the Company and the Company’s directors and officers may confer in confidence with their
respective legal representatives and make truthful statements as required by law.
(e)
Return of Company Property. On the date of Employee’s termination of employment with the Company for any reason, Employee
shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided laptops, computers,
cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Employee may retain
her rolodex and similar books, provided that such items only include contact information.
(f)
Remedies. In addition to whatever other rights and remedies the Company and its Affiliates may have at equity or in law
(including, without limitation, the right to seek monetary damages), if Employee breaches any of the provisions contained in this Section
6, (i) the Company shall have the right immediately to terminate Employee’s right to any amounts payable under this Agreement
and (ii) the Company and its Affiliates shall have the right to injunctive relief, without the requirement to prove actual damages or
to post any bond or other security, and to obtain the costs and reasonable attorneys’ fees they incur in enforcing their rights
under this Agreement. Employee acknowledges that (A) her breach of this Section 6 would cause irreparable injury to the Company
and/or its Affiliates, (B) money damages alone would not provide an adequate remedy for the Company or its Affiliates, (C) her services
to the Company are special, unique and extraordinary, and (D) the restrictions in this Section 6 (x) are no greater than required
to protect the Company’s legitimate protectable interests (including, without limitation, the Confidential Information and the Company’s
goodwill), (y) do not impose undue hardship on Employee, and (z) are reasonable in duration and geographic scope. Employee further acknowledges
that (I) any breach or claimed breach of the provisions set forth in this Agreement shall not be a defense to enforcement of the restrictions
set forth in this Section 6 and (II) the circumstances of Employee’s termination of employment with the Company shall have
no impact on her obligations under this Section 6.
(g)
Blue Pencil. In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction
to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its
being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable,
over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may
be enforceable, all as determined by such court in such action.
(h)
Tolling During Periods Of Breach. Employee and the Company agree and intend that Employee’s obligations under this
Section 6 be tolled during any period that Employee is in breach of any of the obligations under this Section 6, so that
the Company and each Affiliate of the Company are provided with the full benefit of the restrictive periods set forth herein.
(i)
Third Party Beneficiary. The Company and each Affiliate of the Company are intended third party beneficiaries of the terms
of this Section 6 and shall have the right to enforce the provisions of this Section 6 as if they were a party hereto.
(j)
Survival. Employee’s obligations under this Section 6 shall survive the termination of this Agreement and the
termination of her employment with the Company.
7.
Assignment and Successors.
The Company may assign its rights and obligations under this Agreement to any entity, including
any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement
and its rights hereunder as security for indebtedness of the Company and its Affiliates. Employee may not assign Employee’s rights
or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the
Company, Employee and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees,
devisees, and legatees, as applicable.
8.
Dispute Resolution.
(a)
Employee and the Company agree that any claim, dispute, or controversy arising between them, including but not limited to all issues
and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement (collectively, “Claims”),
shall be resolved by final and binding arbitration, pursuant to the Federal Arbitration Act, by JAMS in accordance with its Employment
Arbitration Rules & Procedures (or any successor rules and procedures then in effect for employment disputes) (“Rules”).
Both the Company and Employee shall have the right to be represented by counsel of their choosing (at their own expense) and shall be
entitled to adequate discovery prior to the arbitration as determined by the arbitrator, who shall be selected in accordance with the
Rules. Any such arbitration shall take place in New York, New York, unless otherwise mutually agreed upon by Employee and the Company.
To the extent the rules of JAMS differ from the terms of this Agreement, the terms of this Agreement shall govern.
(b)
Employee understands and agrees that the procedures outlined in this Agreement will be the exclusive means of redress for any disputes
relating to or arising from Employee’s employment with the Company (or Employee’s termination), whether such disputes are
initiated by Employee or the Company. The claims covered by this provision include, but are not limited to: (i) claims for wages or other
compensation, including such claims due to breach of any contract or covenant (express or implied); (ii) tort claims, including claims
for damages or personal injury; (iii) claims for benefits (except where an employee benefit or pension plan specifies that its claims
procedures shall culminate in an arbitration procedure different from this one); and (iv) claims for violation of any federal, state,
or local law, statute, regulation, or ordinance, or the common law. The arbitrator shall apply the substantive law of the state in which
the Claim arose or federal law, or both, as applicable to the Claim asserted. The following claims are not covered by this Section
8 arbitration provision: claims for: (i) workers’ compensation; (ii) unemployment compensation benefits; (iii) pre-dispute claims
under the Dodd-Frank Act; and (iv) to the extent that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., does not preempt
New York State Senate Bill S7507C and/or New York Civil Practice Law and Rules Section 7515, claims for sexual harassment. A request for
arbitration must be submitted within the applicable statute of limitations period under the federal, state, or local law governing the
Claim at issue; otherwise, the Claim shall be void and deemed waived. The Federal Rules of Evidence shall apply to the arbitration proceeding.
(c)
Employee and the Company understand and acknowledge that, by entering into this Agreement, Employee and the Company are waiving
their respective rights to a trial by jury and to have any Claims adjudicated by a court or jury. Employee and the Company agree that
the arbitrator’s award will be final and binding on both parties and understand that their ability to appeal the arbitrator’s
written decision is strictly limited under the Federal Arbitration Act. Each party will have the right to request that the arbitrator
issue a written decision that memorializes the essential findings of fact and law and the conclusions upon which the arbitrator’s
decision and the award, if any, are based. The arbitrator shall be empowered to award either party any remedy at law or equity to which
the party otherwise would have been entitled had the matter been litigated in court, including, but not limited to, general, special,
and punitive damages, injunctive relief, costs and attorneys’ fees; provided, however, that the authority to award any remedy is
subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall have no jurisdiction to issue
any award contrary to or inconsistent with the law, including the statute, regulation, ordinance, or common law at issue.
(d)
Employee understands that nothing in this Agreement shall prohibit Employee from filing a charge with a government agency responsible
for the enforcement of statutory rights, including but not limited to the National Labor Relations Board, the U.S. Equal Employment Opportunity
Commission, the United States Department of Labor, and similar state and local agencies. However, notwithstanding the foregoing, Employee
may not file a private lawsuit in any court regarding those statutory rights. Moreover, Employee may not participate as a class and/or
collective member in any class and/or collective action filed in any court.
(e)
Employee and the Company expressly intend and agree that: (i) class action, collective action, and representative action procedures
shall not be asserted, nor will they apply, in any arbitration pursuant to this Agreement; (ii) neither Employee nor the Company will
assert, participate in, or join class action, collective action, or representative action claims against the other party in arbitration
or otherwise; and (iii) Employee and the Company shall only submit their own, individual claims in arbitration and will not seek to represent
the interests of any other person.
(f)
This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to principles
of conflict of laws. Except as provided in Section 6(f) of this Agreement, any controversy, claim or dispute arising out of or
relating to this Agreement shall be settled by final and binding arbitration in accordance with this Section 8.
9.
Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
10. Notices.
Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt
(or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered
mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in
writing to the other party hereto):
(a)
If to the Company:
Shake Shack Enterprises, LLC
225 Varick Street, Suite 301
New York, NY 10014
Attn: Ronald Palmese, Jr., Chief Legal Officer
Email: rpalmese@shakeshack.com
Phone: 646-747-7241
(b)
If to Employee, at the address set forth on the signature page hereto.
11.
Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original,
but all of which together will constitute one and the same Agreement.
12.
Entire Agreement.
The terms of this Agreement (together with any other agreements and instruments contemplated hereby
or referred to herein) is intended by the parties hereto to be the final expression of their agreement with respect to the employment
of Employee by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation,
any term sheet or offer letter). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement
of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to
vary the terms of this Agreement.
13.
Amendments; Waivers.
This Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by Employee and a duly authorized officer of the Partnership, which expressly identifies the amended provision of this Agreement.
Employee or a duly authorized officer of the Partnership may waive compliance by the other party or parties hereto with any provision
of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver
shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise
and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy,
or power provided herein or by law or in equity.
14.
No Inconsistent Actions.
The parties hereto shall not voluntarily undertake or fail to undertake any action or course
of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto
to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.
15.
Construction.
This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed
as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party hereto
shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation.
Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly
indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular
includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,”
“all,” “each,” or “every” means “any and all,” and “each and every”; (d) ”includes”
and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder”
and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph,
section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural as the identity of the Persons referred to may require.
16.
Enforcement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future
laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically
as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
17.
Withholding.
The Company and its Affiliates shall be entitled to withhold from any amounts payable under this Agreement,
any federal, state, local or foreign withholding or other taxes or charges which the Company or any of its Affiliates is required to withhold.
The Company and its Affiliates shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of
withholding shall arise.
18. Absence
of Conflicts; Employee Acknowledgement; Confidentiality.
Employee hereby represents that from and after the Effective Date
the performance of Employee’s duties hereunder will not breach any other agreement to which Employee is a party. Employee
acknowledges that Employee has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance
upon any representations or promises made by the Company or any of its Affiliates other than those contained in writing herein, and
has entered into this Agreement freely based on Employee’s own judgment. Employee agrees not to disclose the terms or
existence of this Agreement to any Person unless the Company agrees to such disclosure in advance and in writing; provided
that Employee may, without such permission, make such disclosures as are required by applicable law, including disclosures to taxing
agencies, and disclose the terms of this Agreement to Employee’s attorney(s), accountant(s), tax advisor(s), and other
professional service provider(s), and to members of Employee’s immediate family, as reasonably necessary; provided, further,
that Employee instructs such Person(s) that the terms of this Agreement are strictly confidential and are not to be revealed to
anyone else except as required by applicable law.
19.
Survival.
The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which
shall have accrued prior to such expiration or termination (including, without limitation, pursuant to the provisions of Section 6
hereof).
20.
Section 409A.
(a)
General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in
accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to
the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to Employee under
Section 409A, the Company reserves the right (without any obligation to do so or to indemnify Employee for failure to do so) to (i) adopt
such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect,
that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement,
to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or
(ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section
409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding
anything herein to the contrary, in no event shall any liability for failure to comply with the requirements of Section 409A be transferred
from Employee or any other individual to the Company or any of its Affiliates, employees or agents pursuant to the terms of this Agreement
or otherwise.
(b) Separation
from Service under Section 409A. Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable
pursuant to Section 5(b) unless the termination of Employee’s employment constitutes a “separation from
service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) for purposes of Section
409A, Employee’s right to receive installment payments pursuant to Section 5(b) shall be treated as a right to receive
a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in-kind benefits
constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than
December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall
not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year
shall not affect the amount of in-kind benefits provided in any other year. Notwithstanding any provision to the contrary in this
Agreement, if Employee is deemed at the time of her separation from service to be a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which
Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of
the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (A) the
expiration of the six-month period measured from the date of Employee’s “separation from service” with the Company
(as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of Employee’s
death; upon the earlier of such dates, all payments deferred pursuant to this sentence shall be paid in a lump sum to Employee, and
any remaining payments due under the Agreement shall be paid as otherwise provided herein.
(c)
Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified
deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Employee’s termination
of employment are subject to Employee’s execution, delivery and non-revocation of a Release, (i) the Company shall deliver
the Release to Employee within 7 days following the Date of Termination, and (ii) if Employee fails to execute the Release on or
prior to the Release Expiration Date (as defined below) or timely revokes her acceptance of the Release thereafter, Employee shall not
be entitled to any payments or benefits otherwise conditioned on the Release. For purposes of this Section 20(c), “Release
Expiration Date” shall mean the date that is 21 days following the date upon which the Company timely delivers the Release to
Employee, or, in the event that Employee’s termination of employment is “in connection with an exit incentive or other employment
termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following
such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due
under this Agreement as a result of Employee’s termination of employment are delayed pursuant to Section 5(b) and this Section
20(c), such amounts shall be paid in a lump sum on the first payroll date to occur on or after the 60th day following the Date of
Termination, provided that, as of such 60th day, Employee has executed and has not revoked the Release (and any applicable revocation
period has expired).
(d)
Section 280G. In the event that the payments and benefits provided under this Agreement and benefits provided to, or for
the benefit of, Executive under any other plan or agreement (such payments or benefits are collectively referred to as the “Benefits”)
would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), in connection with any transaction, then the Company shall cause to be determined, before any amounts
of the Benefits are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt,
on an after-tax basis, of the greater amount of the Benefits notwithstanding that all or some portion of the Benefits may be subject to
the Excise Tax: (a) payment in full of the entire amount of the Benefits (a “Full Payment”), or (b) payment of only
a part of the Benefits so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced
Payment”), and Executive shall be entitled to payment of whichever amount shall result in a greater after-tax amount for Executive.
If a Reduced Payment is made, the reduction in payments and/or benefits shall occur in the following order: (1) first, reduction of cash
payments, in reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash and non-equity benefits
provided to Executive, on a pro rata basis (or if necessary, to zero) and (3) then, cancellation of the acceleration of vesting of equity
award compensation in the reverse order of the date of grant of Executive’s equity awards.
21.
Clawback Policy.
Executive acknowledges
and agrees that any compensation or benefits received under this Agreement shall be subject to the Company’s Dodd-Frank Clawback
Policy and any rules and regulations promulgated thereunder and that Executive shall take all action necessary or appropriate to comply
with such policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate
to implement and/or enforce such policy).
[Signature pages follow]
IN WITNESS WHEREOF, the parties
hereto have executed this Employment Agreement on the date and year first above written, effective as of the Effective Date.
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PUBCO |
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SHAKE
SHACK INC. |
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By: |
/s/ Ronald Palmese Jr. |
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Name: |
Ronald Palmese Jr. |
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Title: |
Chief Legal Officer |
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PARTNERSHIP |
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SSE
HOLDINGS, LLC |
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By: |
/s/ Ronald Palmese Jr. |
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Name: |
Ronald Palmese Jr. |
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Title: |
Chief Legal Officer |
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ENTERPRISES |
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SHAKE
SHACK ENTERPRISES, LLC |
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By: |
/s/ Ronald Palmese Jr. |
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Name: |
Ronald Palmese Jr. |
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Title: |
Chief Legal Officer |
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EXECUTIVE |
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By: |
/s/ Stephanie Sentell |
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Name: |
Stephanie Sentell |
