Exhibit 10.15
As of March 6, 2023
Mrs. Jill Robinson
755 Battery Avenue
Atlanta, Georgia 30339
Re: | Restated Employment Agreement by and between Jill Robinson and Atlanta National League Baseball Club, LLC |
Dear Jill:
This letter agreement (“Agreement”) is entered, effective as of the date set forth above, by and between you (“Executive”) and the Atlanta National League Baseball Club, LLC (“ANLBC”) to set forth the terms and conditions of your employment with ANLBC. You and ANLBC desire to restate the terms of your employment with ANLBC such that the terms and conditions of the current employment agreement in effect between you and ANLBC, dated as of January 1, 2020 (“Prior Agreement”), are of no further force and effect and the Prior Agreement is hereby restated and superseded by the terms and conditions of this Agreement. In consideration of the premises and mutual covenants and agreements herein, the receipt and sufficiency of which are hereby acknowledged, Executive and ANLBC (individually a “Party,” and collectively the “Parties”) hereby agree as follows:
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2023: $725,000
2024:$800,000
2025:$825,000
2026:$850,000
2027:$875,000
2023: $290,000
2024:$400,000
2025:$412,500
2026:$425,000
2027: $437,500
Executive’s incentive bonus, if any, shall be payable in accordance with ANLBC’s incentive bonus payment policy (as it may be modified or amended from time to time, and which currently is payable on or around December 15).
D.Payments. All compensation hereunder shall be payable during the Term on such schedule as ANLBC may implement from time to time for general payroll purposes (current schedule is semi-monthly payments), and all compensation hereunder is subject to any and all withholdings and deductions required by applicable law.
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appreciation, restricted stock or other similar equity incentive plan, generally consistent with prior ANLBC (or its parent company) long term incentive plans that were tied to, tracked or covered shares with respect to or reference to, the value of ANLBC (the “ANLBC Stock Incentive Plan”), and subject to approval of the administrator of the ANLBC Stock Incentive Plan, Executive shall be eligible to receive from such Stock Incentive Plan an equity award with a grant date fair value of $1,100,000 (the “Annual Equity Value”), as calculated using the standard grant practices of ANLBC (or its parent company), per calendar year. The amount and terms of vesting of each equity award grant will be determined by the administrator of the ANLBC Stock Incentive Plan in its sole discretion, will be subject to the terms of the ANLBC Stock Incentive Plan as it may be modified or amended from time to time, and will be granted pursuant to an equity award agreement in the form approved by the administrator of the ANLBC Stock Incentive Plan from time to time. Notwithstanding anything herein to the contrary, neither ANLBC nor its parent company shall be obligated to institute or maintain any particular program or plan or aspect thereof. Commencing in 2024, in the event Executive has not received awards with aggregate grant date fair values of at least $1,100,000 per year of the Term, as calculated using the standard grant practice of ANLBC (or its parent company), from any such ANLBC Stock Incentive Plan(s) in place during the Term (any such shortfall, the “Annual Equity Shortfall Amount”), ANLBC agrees to pay to Executive any such Annual Equity Shortfall Amount in cash, additional equity grants or additional cash-based awards before December 31 of such year. By way of example and not limitation, if Executive was granted an award under the ANLB Stock Incentive Plan with a grant date value of $1,000,000 in 2024, as calculated using the standard grant practices of ANLBC (or its parent company), ANLBC agrees to pay to Executive $100,000 in cash or cash-based awards, as calculated using the standard grant practices of ANLBC (or its parent company), on or before December 31 of 2024. For the avoidance of doubt, ANLBC reserves the right to satisfy the Annual Equity Value solely in cash or cash-based awards, in each case, subject to the same terms and conditions as would have applied to the equity grant.
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amended), Executive’s employment shall not be terminated on the basis of such disability unless it is first determined by ANLBC after consultation with Executive and her treating physician that there is no reasonable accommodation which would permit Executive to perform the essential functions of her position without imposing an undue hardship on ANLBC. For any period of disability in which Executive is unable to perform the essential functions of her position, with or without reasonable accommodation, preceding the termination of this Agreement, Executive shall be compensated pursuant to the terms of any applicable short-term or long-term disability program or workers’ compensation program and will not receive compensation pursuant to this Agreement.
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engagements, Executive shall not accept any material compensation in connection with outside consulting engagements, speaking engagements, for-profit board service, or other similar commitments without first seeking and obtaining approval from ANLBC’s Chairman or his or her designee. For purposes of this Section 9, “material compensation” shall mean aggregate outside payments or benefits (excluding Code of Business Conduct approved reimbursement for conference fees and travel-related expenses related to speaking engagements) in any one calendar year of an amount and/or having a value equal to or greater than five percent (5%) of the then-current Base Salary.
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unauthorized disclosure or use, whether on Executive’s own behalf or on behalf of any third party, of any of the Trade Secrets or Confidential Information would be wrongful and would likely result in immediate and irreparable injury to ANLBC or its affiliates. Except as required to perform the Services or except with ANLBC’s prior written permission, Executive shall not, without the express prior written consent of ANLBC, distribute, redistribute, market, publish, disclose, or divulge to any other person or entity, or use or modify for use, directly or indirectly in any way for any person or entity, (i) any Trade Secrets at any time (during or after the Term) during which such information or data shall continue to constitute a “trade secret” under applicable law, and (ii) any Confidential Information during the Term and for a period of twelve (12) months thereafter. Executive agrees to cooperate with any confidentiality requirements of ANLBC. Executive shall immediately notify ANLBC of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Executive becomes aware. Pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (I) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law; or (III) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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Mr. Terry McGuirk
755 Battery Avenue
Atlanta, GA 30339
with a copy to ANLBC’s EVP & Chief Legal Officer at the same address.
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any additional tax or interest with respect thereto. Each payment to be made under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes “nonqualified deferred compensation” under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:
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If the foregoing is consistent with your understanding of our agreement with respect to the subject matter addressed herein, please so indicate by signing below and returning this Agreement to ANLBC’s EVP & Chief Legal Officer.
Very truly yours,
ATLANTA NATIONAL LEAGUE BASEBALL CLUB, LLC
By: /s/ TERENCE F. MCGUIRK
Terry McGuirk, Chairman
AGREED AND ACCEPTED:
EXECUTIVE
/s/ JILL L. ROBINSON
Jill Robinson
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