Compensation; Equity Clause Samples

Compensation; Equity. During the Term, for so long as you continue to serve in the positions identified in paragraph 2, your exclusive compensation (other than reimbursement for expenses pursuant to established policy or my advance approval) shall be as follows: (a) Fee. You will be paid $300,000 per year (prorated for any partial period) in the form of director fees or a combination of director fees and other non-employee compensation (the “Fee”). The Fee will be paid in quarterly installments. Contingent on the occurrence of the Contingency and this Agreement becoming effective, the first quarterly installment payment of the Fee will include the period from July 1, 2017 through the day before the Contingency occurs and this Agreement becomes effective in addition to the quarterly installment payment. If the Term is terminated before it expires because you are removed, or are not re-elected or re-appointed, as a director of Management other than for Cause (defined below), the Fee will continue to be paid to you through the date the Term would have expired had your service as a director not been sooner ended. “Cause” for purposes of this Agreement has the definition given to that term in the Beneficient Management Partners, L.P. 2017 Equity Incentive Plan (the “BMP Plan’) and in addition includes the request of the Regulator (defined in the Management LLC Agreement) that you be removed or not re-elected or re-appointed as a director.

Compensation; Equity. (a) During the Term, for so long as you continue to serve as a Consultant, your exclusive compensation for serving as a consultant (other than reimbursement for expenses pursuant to established policy or the prior written approval of Beneficient’s Chief Executive Officer) shall be the amount of $150,000 per year (prorated for any partial period) (the “Consulting Fee”). The Consulting Fee will be paid in quarterly installments on the first business day of each calendar quarter; provided that the initial payment will be paid on the date you would have otherwise received a payment pursuant to the Prior Agreement, but for its termination hereunder. If the Term is terminated before it expires because you are not re-elected or re-appointed as a director of Beneficient other than for Cause (defined below), the Consulting ▇▇. ▇▇▇▇▇▇▇ ▇. Fisher , 2023

Compensation; Equity. (a) During the Term, for so long as you continue to serve as a Consultant, your exclusive compensation for serving as a consultant (other than reimbursement for expenses pursuant to established policy or the prior written approval of Beneficient’s Chief Executive Officer) shall be the amount of $150,000 per year (prorated for any partial period) (the “Consulting Fee”). The Consulting Fee will be paid in quarterly installments on the first business day of each calendar quarter; provided that the initial payment will be paid on the date you would have otherwise received a payment pursuant to the Prior Agreement, but for its termination hereunder. If the Term is terminated before it expires because you are not re-elected or re-appointed as a director of Beneficient other than for Cause (defined below), the Consulting Fee will continue to be paid to you through the date the Term would have expired had your service as a director not been sooner ended. “Cause” for purposes of this Agreement has the definition given to that term in the Beneficient Management Partners, L.P. 2017 Equity Incentive Plan (as amended or replaced by the Beneficient Management Partners, L.P. 2019 Equity Incentive Plan, the “BMP Plan”) and in addition includes the request of any federal, state or local court or governmental or regulatory agency or authority, including, without limitation, the Kansas Office of the State Bank Commissioner, having jurisdiction over any Ben Entity that you be removed or not re-elected or re-appointed as a director.

Compensation; Equity. During the Term, your exclusive compensation (other than reimbursement for expenses pursuant to established policy or my advance approval) shall be as follows:

Compensation; Equity. In consideration of the services to be rendered under this Agreement, during the Term (as defined in Section 4 below),

Compensation; Equity. While serving as Executive Chairwoman, Executive will be a part-time employee of the Company and Executive’s compensation for the Executive Chairwoman position will be as set forth on Exhibit B hereto. Until the Resignation Date, during the term of Executive’s employment, Executive will continue receiving base salary at the same rate that applies on the Effective Date and will remain eligible to participate in Company employee benefit plans (including its annual bonus program) to the same extent as Executive is eligible as of the Effective Date, subject to the terms and conditions of such plans, provided that Executive acknowledges and agrees that, as soon as practicable following the Effective Date, the Company will discontinue its use of Executive’s Starwood American Express credit card and thereafter Executive will only seek expense reimbursements relating to such credit card in accordance with the Company’s business expense reimbursement policies. Exhibit C to this Agreement sets forth the outstanding vested and unvested equity-based awards of the Company held by Executive as of the Effective Date (the “Equity Awards”).

Compensation; Equity. The Company will pay you $500/hour for your Consulting Services. You agree to invoice the Company on a monthly basis for such services. These fees will be paid to you without any withholdings or deductions of any kind and reported on an IRS Form 1099. During the Consulting Period, you will be treated a service provider who remains in continuous service to the Company under the terms of the Company’s equity incentive plans and thus your equity awards will continue to vest under the existing terms. A list of your outstanding stock options under these plans (collectively, the “Options”), their grant date and exercise price is set forth in Exhibit A to this Agreement. You will in all events have until April 30, 2025 to exercise any vested Options after expiration of the Consulting Period. By signing this Agreement, you acknowledge that any of the Options which are incentive stock options for purposes of Section 422 of the Internal Revenue Code shall cease to have favorable tax treatment under Section 421 of the Internal Revenue Code if exercised more than three months after the Effective Date. You acknowledge and agree that as a result of the Company’s offer to extend the post-employment period of time within which you may exercise any vested shares under the options, to the extent your options are incentive stock options, each option will be converted to a nonstatutory stock option as of the date of execution of this Agreement and that upon the exercise of each respective option, you will be treated as having received compensation income from the Company (taxable at ordinary income tax rates) equal to the excess, if any, of the aggregate fair market value of the exercised shares on the date of exercise over their aggregate exercise price. In addition to the payment of the aggregate exercise price, your exercise of each respective option is conditioned on payment to the Company of applicable income and employment taxes incurred upon exercise. You acknowledge and agree that you remain solely responsible for all employee related taxes associated with the exercise of each respective option. The Company encourages 257531730 v5 279526956 v2 you to seek independent tax advice concerning the tax status of the options and the corresponding tax implications of this Agreement and the benefits hereunder.