Contract analysis

ARTICLE 1 EMPLOYMENT; POSITION; DUTIES

Section 1.1 Employment and Term. The Company agrees to employ Executive, and Executive agrees to serve the Company, for a term of three (3) years commencing on the Effective Date (the "Initial Term"), unless earlier terminated in accordance with Article 5 of this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (each, a "Renewal Term" and, to

Section 1.2 Position and Title. During the Term, Executive shall serve as President, NovaMart Division (or such other title of comparable seniority and scope of responsibility as may be mutually agreed upon by Executive and the Company), reporting directly to the Chief Executive Officer of the Company, Margaret "Meg" Alderton, or her successor in such role. Executive shall be a senior member of the Company's leadersh

Section 1.3 Duties and Responsibilities. During the Term, Executive shall have responsibility for overseeing the day-to-day operations, strategic direction, and integration of the NovaMart business and its online marketplace platform, including without limitation the management and growth of NovaMart's active seller base (currently comprising 62,400+ active sellers), registered buyer community (currently comprising 9

Section 1.4 Board Observation. During the Term, Executive shall be invited to attend meetings of the Board of Directors of the Company (the "Board") in a non-voting observer capacity with respect to matters relating to the NovaMart Division and the integration of NovaMart's business into the Company's operations. Executive's right to attend Board meetings as an observer shall be subject to customary exclusions for ma

Section 2.1 Base Salary. During the Term, the Company shall pay Executive an annual base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000) (the "Base Salary"), payable in accordance with the Company's regular payroll practices as in effect from time to time (currently on a bi-weekly basis), less all applicable withholdings and deductions. The Base Salary shall be effective as of the Effective Date and sha

Section 2.2 Annual Bonus. (a) Target Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to earn an annual cash bonus (the "Annual Bonus") with a target amount equal to seventy-five percent (75%) of Executive's Base Salary as in effect at the beginning of the applicable fiscal year (the "Target Bonus"), resulting in a Target Bonus of Four Hundred Sixty-Eight Thousand Seven Hundred

Section 2.3 Equity Grant. (a) Initial Grant. On the Effective Date, the Company shall grant to Executive one hundred fifty thousand (150,000) restricted shares of the Company's common stock, par value $0.01 per share, as listed on the Nasdaq Global Select Market under the ticker symbol "CRHI" (the "Restricted Shares"), pursuant to and subject to the terms and conditions of the Company's 2023 Omnibus Equity Incentive

Section 2.4 Signing Bonus. No signing bonus shall be payable to Executive under this Agreement. The parties acknowledge that Executive is receiving his pro rata share of the aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) payable by the Company in connection with the acquisition of NovaMart under the SPA, in Executive's capacity as a Selling Stockholder thereunder, less the applic

ARTICLE 3 EMPLOYEE BENEFITS; PERQUISITES

Section 3.1 Benefit Plans. During the Term, Executive shall be eligible to participate in all employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of its similarly situated senior executives, including without limitation medical, dental, vision, prescription drug, life insurance, accidental death and dismemberment insurance, short-term and long-term disability

Section 3.2 Paid Time Off. During the Term, Executive shall be entitled to paid time off ("PTO") in accordance with the Company's PTO policy for senior executives, as in effect from time to time; provided, however, that in no event shall Executive be entitled to fewer than twenty-five (25) business days of PTO per calendar year (prorated for any partial calendar year during the Term), in addition to all Company-recog

Section 3.3 Expense Reimbursement. The Company shall reimburse Executive for all reasonable and documented out-of-pocket business expenses incurred by Executive in the performance of his duties under this Agreement, in accordance with the Company's expense reimbursement policy as in effect from time to time. Executive shall submit reasonable documentation of such expenses in accordance with the Company's policy. Reim

Section 3.4 Indemnification and D&O Insurance. (a) Indemnification. Executive shall be entitled to indemnification and advancement of expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware and the Company's certificate of incorporation and bylaws, as each may be amended from time to time, with respect to any threatened, pending, or completed action, suit, or proceeding (wheth

ARTICLE 4 RESTRICTIVE COVENANTS

Section 4.1 Confidential Information. (a) Definition. For purposes of this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information, in any form or medium, whether written, oral, electronic, or visual, relating to the business, operations, finances, technology, products, services, or affairs of the Company, NovaMart, or any of their respective affiliates, subsidiaries, pred

Section 4.2 Non-Competition. (a) Covenant. During the Term and for a period of twenty-four (24) months following the termination of Executive's employment for any reason (the "Restricted Period"), Executive shall not, directly or indirectly, whether as an employee, consultant, officer, director, manager, partner, joint venturer, owner, equity holder, agent, advisor, or in any other capacity, engage in, own, manage, o

Section 4.3 Non-Solicitation of Employees. During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other person or entity, solicit, recruit, hire, engage, or induce, or attempt to solicit, recruit, hire, engage, or induce, any employee, consultant, or independent contractor of the Company or any of its affiliates (including NovaMart and the Nova

Section 4.4 Non-Solicitation of Customers, Sellers, and Business Partners. During the Restricted Period, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other person or entity, solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any customer, seller, supplier, vendor, or business partner of the Company or the NovaM

Section 4.5 intellectual Property Assignment. (a) Assignment of Work Product. Executive acknowledges and agrees that all inventions, discoveries, developments, improvements, innovations, works of authorship, software, algorithms, source code, trade secrets, designs, processes, methods, techniques, formulas, data, and other intellectual property, whether or not patentable, copyrightable, or otherwise protectable, that

Section 4.6 Non-Disparagement. (a) Executive's Obligation. During the Term and at all times thereafter, Executive shall not, directly or indirectly, make, publish, or communicate any statement, whether written, oral, electronic, or otherwise, that disparages, defames, or places in a negative light the Company or any of its affiliates, or any of their respective current or former directors, officers, employees, agents

Section 4.7 Cooperation. During the Term and for a reasonable period thereafter, Executive agrees to cooperate fully and in good faith with the Company in connection with any litigation, arbitration, mediation, investigation, audit, or regulatory proceeding involving the Company or any of its affiliates, including without limitation any matters arising under the SPA or the indemnification provisions thereof, in which

Section 4.8 Remedies for Breach. (a) Irreparable Harm. Executive acknowledges and agrees that a breach or threatened breach by Executive of any of the covenants and agreements set forth in this Article 4 would cause the Company irreparable injury and harm for which monetary damages alone would be an inadequate and insufficient remedy. Accordingly, in addition to any other rights and remedies available to the Company

Section 5.1 Termination by the Company for Cause. (a) Right to Terminate. The Company may terminate Executive's employment at any time for Cause, effective upon delivery of written notice to Executive specifying in reasonable detail the grounds constituting Cause. (b) Definition of Cause. For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Executive's conviction of, o

Section 5.2 Termination by the Company Without Cause. The Company may terminate Executive's employment at any time without Cause, for any reason or no reason, upon not less than thirty (30) days' prior written notice to Executive. The Company may, in its sole discretion, elect to pay Executive his Base Salary in lieu of all or any portion of such notice period and relieve Executive of his duties during such notice pe

Section 5.3 Termination by Executive for Good Reason. (a) Right to Terminate. Executive may terminate his employment for Good Reason in accordance with the procedures set forth in Section 5.3(c) below. (b) Definition of Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence of any one or more of the following without Executive's prior written consent: (i) a material diminution in Executive's

Section 5.4 Voluntary Resignation by Executive Without Good Reason. Executive may resign his employment without Good Reason at any time upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its sole discretion, accept such resignation effective at any time during such notice period, and Executive shall receive his Base Salary through the date on which his resignation becomes eff

Section 5.5 Termination Due to Death or Disability. (a) Death. Executive's employment shall terminate automatically upon Executive's death. (b) Disability. The Company may terminate Executive's employment due to Executive's Disability. For purposes of this Agreement, "Disability" means Executive's inability to perform the essential functions of his position, with or without reasonable accommodation, for a period of o

Section 5.6 Severance and Termination Payments. (a) Termination for Cause or Voluntary Resignation Without Good Reason. Upon termination of Executive's employment by the Company for Cause pursuant to Section 5.1 or by Executive without Good Reason pursuant to Section 5.4, Executive shall be entitled to receive only the following (collectively, the "Accrued Obligations"): (i) any accrued and unpaid Base Salary through

Section 5.7 Section 280G Provisions. (a) Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit that Executive would receive from the Company or any of its affiliates in connection with a change of control or other transaction (whether pursuant to this Agreement or any other plan, arrangement, or agreement with the Company or any of its affiliates) (collectively, the "Total P

Section 5.8 Release Requirement. Receipt of any severance or enhanced termination benefits under Section 5.6(b) (including without limitation the Severance Payment, pro-rated Annual Bonus, accelerated vesting of Restricted Shares, and COBRA continuation coverage) is expressly conditioned upon Executive's (or, in the event of Executive's death or Disability, Executive's estate's or legal representative's) timely execu

Section 5.9 Return of Property. Upon termination of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all property of the Company and its affiliates (including NovaMart) in Executive's possession or control, including without limitation laptop computers, desktop computers, tablets, mobile telephones, access cards, keys, credit cards, docum

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

Section 6.1 Executive's Representations. Executive hereby represents and warrants to the Company as follows: (a) The execution, delivery, and performance by Executive of this Agreement do not and will not conflict with, result in a breach or violation of, or constitute a default under, any agreement, contract, obligation, or understanding to which Executive is a party or by which Executive is bound, including without

Section 6.2 Company's Representations. The Company hereby represents and warrants to Executive as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. (b) The execution and delivery of this Agreement by the Company has

ARTICLE 7 SECTION 409A COMPLIANCE

Section 7.1 General. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance issued thereunder (collectively, "Section 409A"), and shall be interpreted, administered, and construed in a manner consistent with such intent. To the extent that any provision of this Agreement is ambiguo