EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
This Employment Agreement (“Agreement”) is made as of the 19th day of May, 2013, between GrubHub, Inc., a Delaware corporation (the “Company”), and Adam DeWitt (the “Executive”).
EMPLOYEE RESTRICTED STOCK PURCHASE AGREEMENTEmployee Restricted Stock Purchase Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
This Employee Restricted Stock Purchase Agreement (the “Agreement”) is made as of the 3rd day of November, 2010, by and between GrubHub, Inc., a Delaware corporation (the “Corporation”), and Matthew Maloney (“Employee”).
NOTE CANCELLATION AND STOCK REPURCHASE AGREEMENTNote Cancellation and Stock Repurchase Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Delaware
THIS STOCK REPURCHASE AGREEMENT (the “Agreement”) is dated as of December 21, 2012 by and among GrubHub, Inc., a Delaware corporation (the “Company”), and Matt Maloney and the MATT AND HOLLY MALONEY FAMILY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Trust”, and collectively, with Matt Maloney, the “Stockholder”). Collectively, the Company and Stockholder are referred to herein as the “Parties” and individually each is sometimes referred to herein as a “Party”.
Employment AgreementEmployment Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
This Employment Agreement (“Agreement”) is made on March 9, 2009 between GrubHub, Inc., a Delaware corporation (the “Corporation”) and Michael Evans (“Employee”).
GRUBHUB SEAMLESS INC. STOCK OPTION GRANT NOTICEStock Option Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec
In connection with the closing of the transactions contemplated by that Reorganization and Contribution Agreement by and among Seamless North America, LLC. GrubHub, Inc. and the other parties thereto dated May 19, 2013, (the “Reorganization Agreement”), and pursuant to its 2013 Omnibus Incentive Plan as amended from time to time (the “Plan”), GrubHub Seamless Inc., a Delaware corporation (the “Company”), hereby assumes and substitutes the option to purchase common units of Seamless North America LLC granted as of the Date of Grant to the individual listed below (the “Optionee”), with an option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below (the “Option”), subject to the terms and conditions set forth herein, in the Plan, and in the certain Stock Option Agreement attached hereto as Exhibit A (the “Option Agreement”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the
STOCKHOLDERS’ AGREEMENT OF GRUBHUB HOLDINGS INC. (TO BE RENAMED SEAMLESS GRUBHUB HOLDINGS INC.) Dated as of May 19, 2013Stockholders’ Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT of GrubHub Holdings Inc. (to be renamed Seamless GrubHub Holdings Inc.), a Delaware corporation (the “Company”), is made and entered into as of May 19, 2013, to be effective upon the closing of the transactions contemplated by the Reorganization Agreement, by and among the Company, GrubHub, Inc., a Delaware corporation, and on the date hereof, the parent of the Company (“GrubHub”), the Persons listed on Schedule I hereto on the date hereof (the “Seamless Holdings Stockholders”) and their Permitted Transferees and Compliant Transferees from time to time added to Schedule I after the Closing Date in accordance with this Agreement (such Permitted Transferees, Compliant Transferees and the Seamless Holdings Stockholders, for so long as they continue to own Shares, the “Seamless Holdings Group”), SLW Investor, LLC, a Delaware limited liability company (“SLW Stockholder”) and its Permitted Transferees and Compliant Transferees from time to time added to Schedule
May 13, 2013 Jonathan H. Zabusky Re: Transaction and Severance Benefits Dear Jonathan:GrubHub Seamless Inc. • February 18th, 2014 • Services-business services, nec
As you know, Seamless North America, LLC (the “Company”) intends to enter into a reorganization and contribution agreement with GrubHub, Inc., a Delaware corporation (“GrubHub”) and certain other parties named therein, pursuant to which (among other things), the businesses of GrubHub and the Company will be combined (collectively, the “Transaction”). You are currently a party to an Agreement Relating to Employment and Post-Employment Competition with the Company (the “Employment Agreement”), pursuant to which you may become entitled to receive certain severance benefits and payments upon certain terminations of employment. In connection with the Transaction, the Company has determined to amend the severance benefits provided under Employment Agreement and provide you with certain other benefits, in each case, as set forth in this letter agreement (this “Letter Agreement”). All capitalized terms used but not otherwise defined in this letter have the meanings set forth in your Employment
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF GRUBHUB HOLDINGS INC. (TO BE RENAMED SEAMLESS GRUBHUB HOLDINGS INC.)Stockholders’ Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF GRUBHUB HOLDINGS INC. (TO BE RENAMED SEAMLESS GRUBHUB HOLDINGS INC.) (this “Amendment”) is made as of August 8, 2013 (the “Amendment Date”) by SLW Investor, LLC (“SLW Stockholder”), a Delaware limited liability company, in the name and on behalf of the Requisite Holders pursuant to the authority granted to SLW Stockholder by the Requisite Holders in the Action by Written Consent of the Stockholders of Seamless GrubHub Holdings Inc. dated August 8, 2013 (the “Requisite Holder Consent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in the Agreement (as defined below).
SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITIONEmployment And • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • New York
WHEREAS, SEAMLESSWEB is a leading provider of online food and catering ordering services and related services to business and industry, private and public institutions, and the general public;
GRUBHUB, INC. PROTECTIVE AGREEMENT AND AGREEMENT NOT TO COMPETEProtective Agreement and Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
THIS PROTECTIVE AGREEMENT AND AGREEMENT NOT TO COMPETE is made and entered into as of the 7 day of October, 2011, by and between Adam DeWitt and GrubHub, Inc. and each of its subsidiaries, affiliates, successors or assigns (collectively, GrubHub, Inc. and each of its subsidiaries, affiliates, successors and assigns shall be referred to herein as the “Company”).
SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF GRUBHUB SEAMLESS INC. (AS SUCCESSOR-IN-INTEREST TO GRUBHUB HOLDINGS INC.)Stockholders’ Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec
This SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF GRUBHUB SEAMLESS INC. (AS SUCCESSOR-IN-INTEREST TO GRUBHUB HOLDINGS INC.) (this “Amendment”) is made as of February 7, 2014 (the “Amendment Date”) by SLW Investor, LLC (“SLW Stockholder”), a Delaware limited liability company, in the name and on behalf of the Requisite Holders pursuant to the authority granted to SLW Stockholder by the Requisite Holders in the Action by Written Consent of the Stockholders of GrubHub Seamless Inc. dated February 6, 2014 (the “Requisite Holder Consent”). Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Agreement (as defined below).
