Exhibit 10.18
As of March 6, 2023
Mr. Greg Heller
755 Battery Avenue
Atlanta, GA 30339
Re: | Restated Employment Agreement by and between Greg Heller and Atlanta National League Baseball Club, LLC |
Dear Greg:
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January 8, 2020 (“Prior Agreement”), are of no further force and effect and the Prior Agreement is hereby restated and superseded by the terms and conditions of this Agreement.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:
disparage ANLBC or make negative and injurious statements or instigate negative or injurious publicity concerning ANLBC or its name, reputation, directors, officers, or employees. ANLBC agrees not to publicly disparage Executive or make negative and injurious statements or instigate negative or injurious publicity concerning Executive or his name or reputation.
2023: $750,000
2024:$800,000
2025:$825,000
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2026:$850,000
2027:$875,000
2023: $300,000
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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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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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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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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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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might have or assert against any ANLBC employee, officer, director, or agent. The dispute shall be determined by arbitration in Atlanta, Georgia, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and, except Rule 16.2(h), in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude ANLBC from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Issues of arbitrability shall be determined by an arbitrator in accordance with the federal substantive and procedural laws relating to arbitration; in all other respects, this Agreement shall be governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles. Each Party shall bear its own attorney fees associated with the arbitration; other costs, and the expense of the arbitration, shall be borne as provided by the rules of JAMS. If any portion of this paragraph is held unenforceable, it shall be severed and shall not affect the duty to arbitrate. Notwithstanding this section, Executive acknowledges that if Executive breaches any of the Protective Covenants, ANLBC may, in addition to any other remedies available to it, bring an action in a court of competent jurisdiction for equitable relief pending appointment of an arbitrator and completion of an arbitration, and in such instance shall not be required to post a bond.
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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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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/ GREG HELLER
Greg Heller
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