GRND 8-K
Grindr Inc. (GRND)
8-K
2025-12-02
For: 2025-11-30
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 30, 2025
(Exact name of registrant as specified in its charter)
Commission file number 001-39714
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(310 ) 776-6680
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain
Officers.
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On November 30, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Grindr Inc. (“Grindr”), with the assistance of Frederic W.
Cook & Co., Inc., its independent compensation consultant, approved the entry into revised compensation arrangements with certain Grindr executives and other employees. The amended arrangements were adopted to extend Grindr Chief Executive
Officer George Arison's compensation arrangements to a total of 5 more years, until October 2030; to create appropriate incentives for key executives responsible for implementing Grindr’s go-forward strategic plans; and to retain key executives
who have demonstrated outstanding performance, including by strengthening severance protections related to corporate governance matters. As part of these changes, the Compensation Committee approved the entry into an amended and restated
employment agreement with George Arison, Grindr’s Chief Executive Officer, and amendments to offer letters with John North, Grindr’s Chief Financial Officer, Austin “AJ” Balance, Grindr’s Chief Product Officer, and Zachary Katz, Grindr’s General
Counsel & Head of Global Affairs and approved the issuance of certain new equity awards, as described below.
Amended and Restated Arison Employment Agreement
On December 1, 2025, Grindr LLC (the “Company”), a wholly owned subsidiary of Grindr, entered into an amendment and restatement of the Employment
Agreement, dated April 27, 2022, as amended on March 18, 2025, by and between the Company and Mr. Arison (as amended, the “A&R Arison Agreement”).
The A&R Arison Agreement revised the terms of Mr. Arison’s prior employment agreement to, among other things, (i) in the event of an Involuntary
Termination (as defined in the A&R Arison Agreement), provide for (a) accelerated vesting of any unvested time-based equity awards granted to Mr. Arison that would have vested, if Mr. Arison had remained employed by the Company, during the three
years following the date of an Involuntary Termination (or, if applicable, the Involuntary Termination Contingent Cash Payment (as defined below)); provided, that 100% of all outstanding and unvested time-vesting awards will accelerate and vest in
full upon an Involuntary Termination occurring (x) at any time within 12 months following a Change in Control (as defined in Grindr’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”)) or (y) in connection with a Qualifying CIC (as
defined below), (b) vesting based on actual performance of any unvested restricted stock units (“RSUs”) based on certain key performance indicators (“Arison KPI Awards”) granted to Mr. Arison prior to the date of an Involuntary Termination, and (c)
the grant of vested RSUs underlying the Arison Modified Market Cap RSU Arrangement (as defined below) that have achieved the required performance thresholds to vest but have not yet been granted prior to the date of an Involuntary Termination; (ii)
revise the definitions of “Cause” and “Good Reason” in connection with a termination of employment, as described below; (iii) provide for a refresh grant of RSUs representing the right, subject to vesting, to receive 2.25 million shares of common
stock, par value $0.0001 per share, of Grindr (“Common Stock”), subject to approval of an increase to the shares available under the 2022 Plan at Grindr’s 2026 annual meeting of stockholders and the filing of a Form S-8 registration statement with
respect to the same (the “Refresh RSU Award”); and (iv) modify the performance thresholds and timeframes for performance applicable to the market capitalization RSU arrangement previously provided to Mr. Arison, as described below (“Arison Modified
Market Cap RSU Arrangements”).
Prior to the date on which Grindr grants Mr. Arison the Refresh RSU Award, if either (a) Mr. Arison experiences an Involuntary Termination, or (b) a
Change in Control (as defined in the 2022 Plan) is consummated pursuant to which Grindr (including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the
Exchange Act (a “Qualifying CIC”), then Mr. Arison will receive a cash payment equivalent to the value of the portion of the Refresh RSU Award that would have accelerated had the award been outstanding as of the date of the Involuntary Termination or
the Qualifying CIC, calculated by taking the average VWAP (as defined below) for the 30 trading days preceding the applicable measurement date, multiplied by, either, for an Involuntary Termination, the portion of the Refresh RSU Award that would
have accelerated in connection with such Involuntary Termination, or, for a Qualifying CIC, 2,250,000 (or if a Qualifying CIC occurs within nine months after the Effective Date, as defined in the A&R Arison Agreement, 750,000) (the “CIC
Contingent Cash Payment” and each of the CIC Contingent Cash Payment and the Involuntary Termination Contingent Cash Payment, a “Contingent Cash Payment”), and in each case, subject to Mr. Arison’s continued employment with the Company through and
immediately prior to such Involuntary Termination or the consummation of such Qualifying CIC.
The A&R Arison Agreement amends the definition of “Cause” to require that any termination for Cause must be approved by a majority of the
Independent Directors (as defined below). The A&R Arison Agreement amends the definition of “Good Reason” to mean any of the following actions taken by the Company without Mr. Arison’s prior written consent: (a) a material reduction in Mr.
Arison’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of no greater than 10% reduction); (b) a material diminution in Mr. Arison’s job duties, responsibilities, authorities
or title, or any action or inaction by the Company which results in a material diminution in Mr. Arison’s job duties, responsibilities, authorities or title, including him not being the Chief Executive Officer of the Company (or ultimate parent
company of the entity succeeding to the Company’s business following a change in control), the appointment of a co-Chief Executive Officer of the Company, Mr. Arison becoming the chief executive officer of a division or subsidiary instead of the
Chief Executive Officer of the Company, or Mr. Arison no longer reporting directly to the board of directors of the Grindr; (c) the assignment to Mr. Arison, without his consent, of any duties that cause a material diminution in his job duties,
responsibilities, authorities, or title; (d) the Board’s requirement that Mr. Arison perform any unlawful act or take any other action in violation of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest; (e) Grindr
does not maintain a board of directors comprised of a majority of Independent Directors; (f) with respect to each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committees of the Board (or committees of the
Board performing similar functions), to the extent such committees exist, such committee is not comprised of a majority of Independent Directors; (g) individuals who, on the date of the A&R Arison Agreement, are members of the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a
majority vote of the Incumbent Board, such new member shall, for purposes of the A&R Arison Agreement be considered as a member of the Incumbent Board; (h) Grindr (including any successors) ceases to have a class of equity securities listed on a
national securities exchange and registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended; (i) the requirement that Mr. Arison regularly work from a primary physical work location other than his home office, provided
that Mr. Arison is complying with any Company return to office or similar policy that generally applies to all employees; (j) the failure of Grindr’s board of directors to nominate Mr. Arison for election or reelection as a director of Grindr; (k) a
material breach by the Company of the A&R Arison Agreement or of any equity award agreement between Mr. Arison and Grindr; or (l) Grindr’s failure to grant Mr. Arison any of the incentive awards contemplated by the A&R Arison Agreement,
including the failure to grant the Refresh RSU Award prior to the earlier of (i) ten (10) days following Grindr’s 2026 annual meeting of stockholders, or (ii) October 15, 2026. In order to resign for Good Reason, Mr. Arison must, with certain limited
exceptions, provide written notice to the Independent Directors within sixty days after the first occurrence of the event giving rise to Good Reason setting forth the basis for his resignation; allow the Company at least sixty days from receipt of
such written notice to cure such event, if curable; and if such event is not reasonably cured within such period, he must resign not later than sixty days after the expiration of the cure period.
For purposes of the A&R Arison Agreement and the Amended Offer Letters (as defined below), “Independent Directors” means directors who are
determined in good faith by the Board to be (a) independent from Grindr in all material respects (other than their service as a director of Grindr), including under the independence standards of the New York Stock Exchange or any other national
exchange on which securities of Grindr may then be listed; and (b) independent from any affiliate of Grindr (other than any affiliate of Grindr who is an affiliate solely due to their service as a director of Grindr) as if such affiliate were Grindr
for purposes of the preceding clause (a) and who do not maintain any relationship with such affiliate, other than any incidental or indirect relationships that the Board determines in good faith would not be reasonably likely to affect such
director’s judgment; provided that any individual who is a member of the Board on the Effective Date (as defined in the A&R Arison Agreement), other than Mr. Arison and Mr. Zage, shall be considered an Independent Director. As used in the prior
sentence, “affiliate” has the meaning prescribed under Rule 405 of the Securities Act of 1933, as amended.
As noted above, the A&R Arison Agreement also established the Arison Modified Market Cap RSU Arrangement, which modifies the market capitalization
award opportunity previously provided to Mr. Arison. As modified, on the first occasion (if any) on or prior to December 31, 2027 that (i) Grindr’s daily average market capitalization over a 90-trading day period (the “Average Grindr Market Cap”)
exceeds $5 billion, (ii) the average per-share volume-weighted average price (“average VWAP”) of a share of Grindr’s Common Stock equals or exceeds $26 for 15 consecutive trading days, or (iii) Grindr’s Adjusted EBITDA for the four fiscal quarters
preceding and including the most recently completed fiscal quarter of Grindr prior to the determination date (the “TTM EBITDA”) equals or exceeds $275 million (each of (i), (ii), and (iii), a “First Performance Condition” and the earliest date on
which one of the First Performance Conditions occurs, the “First Milestone Performance Date”), Mr. Arison will be granted a number of fully vested RSUs equal to (a) $20 million divided by (b) the average VWAP for the 90 trading days preceding the
First Milestone Performance Date, to be fully vested on grant. On the first occasion (if any) on or prior to March 31, 2029 that (i) the Average Grindr Market Cap exceeds $7.5 billion, (ii) the average VWAP equals or exceeds $39 for 15 consecutive
trading days, or (iii) TTM EBITDA equals or exceeds $412 million (the first to occur of (i), (ii), or (iii), the “Second Performance Condition” and the earliest date on which one of the Second Performance Conditions occurs, the “Second Milestone
Performance Date”), Mr. Arison will receive a number of fully vested RSUs equal to (a) $30 million divided by (b) the average VWAP for the 90 trading days preceding the Second Milestone Performance Date, to be fully vested on grant. The A&R
Arison Agreement further provides that, in the event of a Change in Control, Mr. Arison will be granted immediately prior to, and contingent upon, the consummation of a Change in Control and subject to his continuous employment through immediately
prior to the consummation of such Change in Control, grants of fully vested RSUs equal to (x) $20 million divided by the per-share consideration in the Change in Control if the CIC Price (as defined in the A&R Arison Agreement) exceeds $5 billion
and the Change in Control occurs on or prior to December 31, 2027, and (y) $30 million divided by the per-share consideration in the Change in Control if the CIC Price exceeds $7.5 billion and the Change in Control occurs on or prior to March 31,
2029 (in each case, to assuming such threshold had otherwise not been met prior to the Change in Control). Mr. Arison is required to remain employed on the date of grant of any vested RSUs pursuant to the Arison Modified Market Cap RSU Arrangement.
The foregoing description of the A&R Arison Agreement does not purport to be complete and is qualified in its entirety to the full text of the
A&R Arison Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Amendments to North, Balance, and Katz Offer Letters
North Amended Offer Letter
On December 1, 2025, the Company and John North entered into an amendment of that certain Offer Letter, dated September 30, 2025, by and between the
Company and John North (as amended, the “North Amended Offer Letter”), which, among other things, (i) modifies market capitalization restricted stock unit arrangement previously provided to Mr. North that are vested upon the achievement of certain
thresholds of Grindr’s market capitalization to become vested based on the achievement of any of the targets related to Grindr’s market capitalization, stock price, or trailing twelve-month EBITDA, as described below (“North Modified Market Cap RSU
Arrangement”); (ii) modifies the right to receive RSU grants in 2026 and annually thereafter based upon the achievement of certain key performance indicator targets (“Going Forward KPI Awards”) with a target value ranging from $500,000 to $700,000
divided by the average VWAP of the Common Stock for the 90 trading days preceding the grant date; (iii) provides for (a) accelerated vesting of any unvested time-based equity awards granted to Mr. North that would have vested, if Mr. North had
remained employed by the Company, during the two years following the date of a termination by the Company without Cause or by Mr. North for Good Reason (each as defined in the North Amended Offer Letter); provided, that 100% of all outstanding and
unvested time-vesting awards will accelerate and vest in full upon an Involuntary Termination occurring (x) at any time within 12 months following a Change in Control (as defined in the 2022 Plan) or (y) in connection with a Qualifying CIC, (b)
vesting based on actual performance of any unvested KPI Awards granted to Mr. North prior to the date of a termination by the Company without Cause or by Mr. North for Good Reason, and (c) the grant of vested RSUs underlying the North Modified Market
Cap RSU Arrangement that have achieved the required performance thresholds to vest but have not yet been granted prior to the date of an Involuntary Termination; and (iv) revises the definitions of “Cause” and “Good Reason” in connection with a
termination of employment, as described below.
As noted above, the Compensation Committee established the North Modified Market Cap RSU Arrangement, which modifies the arrangement previously
provided to Mr. North. As modified, on the first occasion (if any) on or after April 1, 2026 and on or prior to December 31, 2027 that a First Performance Condition occurs (the earliest date on which one of the First Performance Conditions occurs,
the “North First Performance Date”), then (x) if the North First Performance Date occurs on or after April 1, 2026 and before July 1, 2026, Mr. North will be granted a number of RSUs equal to (i) $300,000 divided by (ii) the average VWAP for the 90
trading days preceding the North First Performance Date; or (y) if the North First Performance Date occurs on or after July 1, 2026 and on or prior to December 31, 2027, Mr. North will be granted a number of RSUs equal to (i) $600,000 divided by (ii)
the average VWAP for the 90 trading days preceding the North First Performance Date, in each case to be fully vested on grant. On the first occasion (if any) on or after July 1, 2027 and on or prior to March 31, 2029 that a Second Performance
Condition occurs (the earliest date on which one of the Second Performance Conditions occurs, the “North Second Performance Date”), Mr. North will be granted a number of RSUs equal to (i) $7,500,000 divided by (ii) the average VWAP for the 90 trading
days preceding the North Second Performance Date, to be fully vested on grant. On the first occasion (if any) on or after July 1, 2027 and on or prior to December 31, 2030 that (a) the Average Grindr Market Cap exceeds $10 billion, (b) the average
VWAP equals or exceeds $52 for 15 consecutive trading days, or (c) TTM EBITDA equals or exceeds $550 million (each of (a), (b), and (c), a “Third Performance Condition” and the earliest date on which one of the Third Performance Conditions occurs,
the “North Third Performance Date”), Mr. North will be granted a number of RSUs equal to (i) $11,000,000 divided by (ii) the average VWAP for the 90 trading days preceding the North Third Performance Date, to be fully vested on grant. In addition, in
the event of a Change in Control, Mr. North will be granted immediately prior to, and contingent upon, the consummation of a Change in Control and subject to his continuous employment through immediately prior to the consummation of such Change in
Control, grants of fully vested RSUs equal to (x) $300,000 divided by the per-share consideration in the Change in Control if the CIC Price (as defined in the North Amended Offer Letter) exceeds $5 billion and the Change in Control is consummated
between April 1, 2026 and June 30, 2026 (or $600,000 divided by the per-share consideration in the Change in Control if Change in Control is consummated between July 1, 2026 and December 31, 2027), (y) $7.5 million divided by the per-share
consideration in the Change in Control if the CIC Price exceeds $7.5 billion and the Change in Control is consummated on or prior to March 31, 2029, and (z) $11 million divided by the per-share consideration in the Change in Control if the CIC Price
exceeds $10 billion and the Change in Control is consummated on or prior to December 31, 2030, and in each case, for each such threshold that had otherwise not been met prior to the Change in Control.
Balance Amended Offer Letter
On December 1, 2025, the Company and Austin “AJ” Balance entered into an amendment of that certain Offer Letter, dated November 22, 2021, by and
between the Company and Austin “AJ” Balance, that certain Equity Award Letter dated December 21, 2023, and that certain Equity Award Letter dated October 29, 2024 (collectively, as amended, the “Balance Amended Offer Letter”), which, among other
things, (i) modifies the market capitalization restricted stock unit arrangement previously provided to Mr. Balance and provides for the right to an additional market capitalization restricted stock unit arrangement, in each case, that are vested
upon the achievement of any of the targets related to Grindr’s market capitalization, stock price or trailing twelve-month EBITDA, as described below; and (ii) modifies the right to receive Going Forward KPI Awards in 2026 and annually thereafter
with a target value ranging from $350,000 to $465,000 divided by the average VWAP of the Common Stock for the 90 trading days preceding the grant date. In addition, the Balance Amended Offer Letter adds severance benefits in the event Mr. Balance’s
employment is terminated by the Company without Cause (as defined below), or if Mr. Balance terminates his employment for Good Reason (as defined below) (either case, an “Involuntary Termination”). In the event of an Involuntary Termination, Mr.
Balance will be eligible to receive (i) a lump-sum cash payment equal to his base salary in effect as of the Involuntary Termination; plus (ii) a prorated bonus for the year in which the Involuntary Termination occurs, based on actual performance.
Under the terms of the Balance Amended Offer Letter, if Mr. Balance is subject to an Involuntary Termination, he will also be entitled to (a) accelerated vesting of any outstanding time-vesting equity awards granted to Mr. Balance that would have
vested, if Mr. Balance had remained employed by the Company, during the two years following the date of the Involuntary Termination; provided, that 100% of all outstanding and unvested time-vesting awards will accelerate and vest in full upon an
Involuntary Termination occurring (x) at any time within 12 months following a Change in Control (as defined in the 2022 Plan) or (y) in connection with a Qualifying CIC, (b) vesting based on actual performance of any unvested KPI Awards granted to
Mr. Balance prior to the date of an Involuntary Termination; and (c) the grant of vested RSUs underlying any market capitalization restricted stock unit arrangements that have achieved any of the required performance thresholds to vest but have not
yet been granted prior to the date of an Involuntary Termination.
As noted above, the Compensation Committee modified the market capitalization restricted stock unit arrangement previously provided to Mr. Balance. As
modified, on the first occasion (if any) on or prior to December 31, 2027 that a First Performance Condition occurs (the “Balance First Milestone Performance Date”), Mr. Balance will be granted 200,000 RSUs, to be fully vested on grant. In addition,
the Compensation Committee also provided Mr. Balance the right to an additional market capitalization restricted stock unit arrangement with the following terms. On the first occasion (if any) on or prior to March 31, 2029 that a Second Performance
Condition occurs (the “Balance Second Milestone Performance Date”), Mr. Balance will be granted a number of RSUs equal to (i) $5 million divided by (ii) the average VWAP for the 90 trading days preceding the Balance Second Milestone Performance Date,
to be fully vested on grant. In addition, in the event of a Change in Control, Mr. Balance will be granted immediately prior to, and contingent upon, the consummation of a Change in Control and subject to his continuous employment through immediately
prior to the consummation of such Change in Control, grants of fully vested RSUs equal to (x) 200,000 fully vested RSUs if the CIC Price (as defined in the Balance Amended Offer Letter) exceeds $5 billion and the Change in Control is consummated on
or prior to December 31, 2027, and (y) $5 million divided by the per-share consideration in the Change in Control if the CIC Price exceeds $7.5 billion and the Change in Control is consummated on or prior to March 31, 2029, and in each case, for each
such threshold that had not otherwise been met prior to the Change in Control.
Katz Amended Offer Letter
On December 1, 2025, the Company and Zachary Katz entered into an amendment of that certain Offer Letter, dated August 22, 2023, as amended on
November 29, 2023, by and between the Company and Zachary Katz (as further amended, the “Katz Amended Offer Letter”, and together with the North Amended Offer Letter, and the Balance Amended Offer Letter, the “Amended Offer Letters”), which, among
other things, (i) provides for the right to market capitalization restricted stock unit arrangements that are vested upon the achievement of any of the targets related to Grindr’s market capitalization, stock price or trailing twelve-month EBITDA, as
described below; (ii) modifies the right to receive Going-Forward KPI Awards in 2026 and annually thereafter with a target value ranging from $250,000 to $350,000 divided by the average VWAP of the Common Stock for the 90 trading days preceding the
grant date; (iii) provides for (a) accelerated vesting of any unvested time-based equity awards granted to Mr. Katz that would have vested, if Mr. Katz had remained employed by the Company, during the two years following the date of a termination by
the Company without Cause or by Mr. Katz for Good Reason (each as defined in the Katz Amended Offer Letter); provided, that 100% of all outstanding and unvested time-vesting awards will accelerate and vest in full upon an Involuntary Termination
occurring (x) at any time within 12 months following a Change in Control (as defined in the 2022 Plan) or (y) in connection with a Qualifying CIC, (b) vesting based on actual performance of any unvested KPI Awards granted to Mr. Katz prior to the
date of a termination by the Company without Cause or by Mr. Katz for Good Reason, and (c) the grant of vested RSUs underlying any market capitalization restricted stock unit arrangements previously provided to Mr. Katz that are vested upon the
achievement of certain thresholds of Grindr’s market capitalization that have achieved the required performance thresholds to vest but have not yet been granted prior to the date of a termination by the Company without Cause or by Mr. Katz for Good
Reason; and (iv) revises the definitions of “Cause” and “Good Reason” in connection with a termination of employment, as described below.
The Compensation Committee provided Mr. Katz the right to market capitalization restricted stock unit arrangements with the following terms. On the
first occasion (if any) on or prior to December 31, 2027 that a First Performance Condition occurs (the “Katz First Milestone Performance Date”), Mr. Katz will be granted 60,000 RSUs, to be fully vested on grant. On the first occasion (if any) on or
prior to March 31, 2029 that a Second Performance Condition occurs (the “Katz Second Milestone Performance Date”), Mr. Katz will be granted 60,000 RSUs, to be fully vested on grant. In addition, in the event of a Change in Control (as defined in the
2022 Plan), Mr. Katz will be granted immediately prior to, and contingent upon, the consummation of a Change in Control and subject to his continuous employment through immediately prior to the consummation of such Change in Control, grants of fully
vested RSUs equal to (x) 60,000 fully vested RSUs if the CIC Price (as defined in the Katz Amended Offer Letter) exceeds $5 billion and the Change in Control is consummated on or prior to December 31, 2027 and (y) 60,000 fully vested RSUs if the CIC
Price exceeds $7.5 billion and the Change in Control is consummated on or prior to March 31, 2029, and in each case, for each such threshold that had not otherwise been met prior to the Change in Control.
Amendment to “Good Reason” in the Amended Offer Letters
The Amended Offer Letters amend the definition of “Good Reason” to mean any of the following actions taken by the Company without the applicable
officer’s prior written consent: (a) a material reduction in such officer’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of no greater than 10% reduction); (b) a material
diminution in such officer’s job duties, responsibilities, authorities or title or any action or inaction by the Company which results in a material diminution in such officer’s job duties, responsibilities, authorities or title; (c) the assignment
to such officer, without his consent, of any duties that cause a material diminution in his job duties, responsibilities, authorities, or title; (d) the Board’s requirement that such officer perform any unlawful act or take any other action in
violation of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest; (e) Grindr does not maintain a board of directors comprised of a majority of Independent Directors; (f) with respect to each of the Audit Committee,
Compensation Committee, and Nominating and Corporate Governance Committees of the Board (or committees of the Board performing similar functions), to the extent such committees exist, such committee is not comprised of a majority of Independent
Directors; (g) individuals who, on the date of the Amended Offer Letters, are members of the Incumbent Board cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the Incumbent Board, such new member shall, for purposes of the Amended Offer Letters be considered as a member of the Incumbent Board; (h) Grindr
(including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended; (i) the requirement that such officer
regularly work from a primary physical work location other than his home office, provided that such officer is complying with any Company return to office or similar policy that generally applies to all employees; (j) a material breach by the Company
of such officer’s Amended Offer Letter or of any equity award agreement between such officer and Grindr; or (k) Grindr’s failure to grant such officer certain equity incentive awards. In order to resign for Good Reason, such officer must, with
certain limited exceptions, provide written notice to the Independent Directors within sixty days after the first occurrence of the event giving rise to Good Reason setting forth the basis for his resignation; allow the Company at least sixty days
from receipt of such written notice to cure such event, if curable; and if such event is not reasonably cured within such period, such officer must resign not later than sixty days after the expiration of the cure period.
The foregoing descriptions of the Amended Offer Letters do not purport to be complete and are qualified in their entirety to the full text of each of
the Amended Offer Letters, which are attached as Exhibits 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and are incorporated by reference herein.
Stock Price PSU Awards
On November 30, 2025 (the “Grant Date”), the Compensation Committee granted 20,000 and 15,000 performance-based stock units (“Stock Price PSUs”) to
Mr. Balance and Mr. Katz, respectively under the 2022 Plan, which will vest as follows: (i) 50% of the Stock Price PSUs will be earned if the average VWAP for 20 consecutive trading days equals or exceeds 120% of the average VWAP for the 30
consecutive trading days preceding the Grant Date (the “Baseline Price”), and (ii) 50% of the Stock Price PSUs will be earned if the average VWAP for 20 consecutive trading days equals or exceeds 150% of the Baseline Price. To the extent that one or
both of these performance conditions is achieved, the related Stock Price PSUs will vest on the later of (a) the date that is nine months following the Grant Date and (b) the date as of which the condition was achieved, in each case, subject to Mr.
Balance and Mr. Katz’s Continuous Service through each such date, as applicable.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Amended and Restated Employment Agreement, dated December 1, 2025, by and between Grindr LLC and George Arison.
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Executive Offer Letter Amendment, dated December 1, 2025, by and between Grindr LLC and Austin “AJ” Balance.
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Executive Offer Letter Amendment, dated December 1, 2025, by and between Grindr LLC and Zachary Katz.
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Executive Offer Letter Amendment, dated December 1, 2025, by and between Grindr LLC and John North.
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Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: December 2, 2025
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GRINDR INC.
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By:
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/s/ Zachary Katz |
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| Zachary Katz | ||
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General Counsel & Head of Global Affairs
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Exhibit 10.1
Amended and Restated Employment Agreement
This Amended and Restated Employment Agreement is entered into as of December 1, 2025 (the “Effective Date”) by and between Grindr LLC, a Delaware limited liability company (the “Company”) and George Arison (“you”).
RECITALS
WHEREAS, you are currently
serving as the Chief Executive Officer (“CEO”) and as an Executive Director of the Company pursuant to that certain Employment Agreement entered into by and between you and
the Company, dated April 27, 2022, as amended effective March 18, 2025 (the “Original Employment Agreement”); and
WHEREAS, you and the Company
now desire to amend and restate the Original Employment Agreement as set forth herein (the Original Employment Agreement as so amended and restated, this “Agreement”).
AGREEMENT
1. Employment by the Company. Your employment with the Company as CEO and Executive Director began on October 19, 2022 (the “Start Date”).
During your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company. You shall perform such duties consistent with your position and as are
required by the Board of Directors (the “Board”) of Grindr Inc. (“Grindr”), to whom you will
report. Subject to applicable law, and during your employment and at your discretion, the Company will use its reasonable best efforts to have the Nominating & Governance Committee or Board nominate you to serve as a member of the Board
each year that you are slated for reelection and if elected you shall also serve as a member of the Board for no additional compensation. You shall be permitted to work-from-home and are not required to report to any primary work location on a
daily basis; provided, however, that you generally perform services during normal business hours consistent with the Company’s hours of operation. You agree and
understand, however, that in your role you are required to attend various in-person business functions and engagements in connection with the performance of your duties, and the Company accordingly reserves the right to reasonably require you
to periodically perform your duties at places other than your home from time to time, and to require reasonable business travel.
2. Compensation.
2.1 Base Salary. For services to be rendered hereunder, you shall receive a base salary at the rate of $1,000,000 per year (the “Base Salary”), subject to required tax withholdings and authorized deductions and payable in accordance with the Company’s regular payroll schedule, and subject to annual review and increase, but not decrease
(unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of no greater than 10% reduction), as may be determined from time to time in the sole discretion of the Board.
2.2 Annual Bonus. During your employment, you shall be eligible to earn an annual bonus award (an “Annual Bonus”)
based on the achievement of performance objectives and goals established annually by the Board or the compensation committee of the Board, in consultation with you. During each fiscal year, your target bonus will be $1,000,000 (the “Target Bonus”). The Target Bonus shall be subject to annual review, as may be determined from time to time in the sole discretion of the Board. In order to earn any Annual
Bonus, you must be an employee in good-standing as of the final day of the applicable fiscal year to which the Annual Bonus relates. Any Annual Bonus shall be paid to you within two and one-half months after the end of the applicable fiscal
year to which the Annual Bonus relates.
2.3 Incentive Awards. Subject to approval by the Board, you shall be eligible to receive certain incentive and equity-based awards, the terms of which are provided in Exhibit A attached hereto (the “Incentive Awards”). The Incentive Awards shall be subject to the
terms and conditions of Grindr’s 2022 Equity Incentive Plan or any successor plan thereto (as amended from time to time, the “Plan”) and an applicable award agreement
thereunder.
3. [Reserved.]
4. Reasonable Business Expenses. You will be eligible for reimbursement of all reasonable, necessary and documented out-of-pocket business, entertainment, and travel expenses incurred by you in connection with
the performance of your duties hereunder in accordance with the Company's expense reimbursement policies and procedures.
5. Company Policies; Standard Company Benefits. The employment relationship between the parties shall be governed by the general employment policies and practices of the Company, except that when the terms of
this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control. You shall be entitled to participate in all employee benefit programs for which you are eligible under the
terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. You shall also be entitled to paid time off (vacation, holiday, and sick leave), in accordance with the Company’s
policies for similarly situated senior executives. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time.
6. Indemnification. Subject to applicable law, with respect to any claims made against you in your capacity as an officer, director or
employee of the Company and its affiliates, you will be advanced expenses and provided indemnification to the maximum extent permitted by the Company’s Certificate of Incorporation or Bylaws and any separate indemnification agreement between
you and the Company, all as amended, and shall benefit from any directors and officers insurance policies maintained by the Company.
7. At-Will Employment. Your employment relationship is at-will. Either you or the Company may terminate the employment relationship at any time, with or without cause or advance notice. Upon termination of
your employment for any reason, you shall resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each
effective on the date of termination.
2.
8. Outside Activities During Employment. Except with the prior written consent of the Board, you will not during the term of your employment with the Company undertake or engage in any other employment,
occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of your duties
hereunder. You shall be permitted to serve on the board of directors of one public company subject to the Board’s prior written consent, which consent shall not be unreasonably withheld or delayed for such service on one public company board
of directors. You may serve as a co-founder and venture partner in Gemini Capital or as a co-founder or partner in another venture capital firm; provided, however, that
you must: (a) continue to abide by the terms of this Agreement, including but not limited to, the Confidentiality Agreement (as defined below); (b) make the venture fund aware of the existence of this Agreement and the terms and conditions
contained herein; (c) agree to perform your duties for the Company without breaching any lawful agreement with the venture fund; and (d) continue to devote your best efforts and substantially all of your business time and attention to the
business of the Company. You agree not to acquire, assume, or participate in, directly or indirectly, any position, investment, interest, business, or other activity that is adverse, competitive, antagonistic, or otherwise in conflict to the
Company, its business or prospects, financial or otherwise.
9. Termination;
Severance.
9.1 Term and Termination. The term of this Agreement shall be the period commencing on the Start Date and ending on the date that your employment is terminated by either party
pursuant to the provisions of this Agreement. You are employed at-will, meaning that, subject to the terms and conditions set forth herein, either the Company or you may terminate your employment at any time, with or without Cause. Upon
termination of your employment with the Company for any reason, you shall also be deemed to have resigned from any other position or office you hold with the Company and any of its affiliates.
9.2 Compensation upon Termination. Upon the termination of your employment for any reason, the Company shall pay you (i) all of your accrued and unpaid wages earned through your
last day of employment (the “Separation Date”), (ii) any unreimbursed business expenses; (iii) the value of any accrued and
unused vacation days; and (iv) any other amounts required by local law or the express terms of any employee benefit plan to be paid to you (items (i), (ii), (iii) and (iv), collectively, the “Accrued Benefits”).
9.3 Involuntary Termination. If you are subject to an Involuntary Termination, then, provided that you remain in compliance with the applicable terms of this Agreement (including
the conditions described in Section 9.5 below), the Company shall provide you with the following benefits (the “Severance Benefits”):
(a) Salary and Bonus Component. If you are subject to an Involuntary Termination, the Company shall provide you, as severance, a cash payment equal to two times the sum of (i) the amount of your Base Salary in
effect as of the Separation Date (the “Salary Component”), plus (ii) your Target Bonus in effect
as of the date of this Agreement (the “Bonus Component”) (such actual amounts, collectively, the “Severance”),
subject to standard payroll deductions and withholdings. The Severance will be paid in a lump sum cash payment no later than the first regularly-scheduled
payroll date following the sixtieth (60th) day after your Separation from Service; provided, that the Separation Agreement (as discussed in Section 9.5) has become effective.
3.
(b) Equity Component.
(i) If you are
subject to an Involuntary Termination, the Company shall provide that (A) any outstanding and unvested time-vesting equity awards granted to you by Grindr under the Plan (or otherwise) that would have vested, to the extent you had remained
employed by the Company, during the three (3) years following the date of such Involuntary Termination, shall accelerate and vest immediately as of the date of such Involuntary Termination (provided, that 100% of the outstanding and unvested
time-vesting awards shall accelerate and vest in full upon an Involuntary Termination occurring (x) at any time within 12 months following a Change in Control (as defined below) or (y) in connection with a Qualifying CIC in accordance with
Section 9.3(b)(ii); and provided further, that to the extent such Involuntary Termination occurs prior to the date of grant of the Refresh RSU Award described on Exhibit A,
you will receive the Involuntary Termination Contingent Cash Payment (as defined on Exhibit A) in lieu of the acceleration described in this clause (A) with respect
to such award); (B) any outstanding KPI Awards described on Exhibit A hereto granted to you by Grindr under the Plan or otherwise, and any other restricted stock
unit awards based on annual key performance indicators similar to the KPI Awards, in each case, that have been granted prior to the date of such Involuntary Termination, shall remain outstanding and vest, if at all, based on actual performance
against the applicable performance targets through the end of the performance period, on the date of certification by the Board (or a committee thereof) of the extent to which such targets have been achieved; and (C) any “Performance-Based
Equity Awards” described on Exhibit A for which the applicable First or Second Milestone Performance Date has occurred prior to such Involuntary Termination shall
be granted prior to the effective date of such Involuntary Termination, to the extent not previously granted. For avoidance of doubt, clause (C) excludes the “Performance-Based Equity Awards” described on Exhibit A to the extent that the First and/or Second Milestone Performance Date, as applicable, has not occurred prior to the date of such Involuntary Termination.
(ii) Notwithstanding
anything herein to the contrary, in the event of a Qualifying CIC (as defined on Exhibit A), subject to and contingent upon (a) the consummation of such Qualifying
CIC, (b) your continuous employment through immediately prior to the consummation of such Qualifying CIC, and (c) the effectiveness of your resignation for Good Reason in connection with such Qualifying CIC (notice of which resignation must be
provided at least six days prior to the consummation of the Qualifying CIC and for which no cure period shall apply), the acceleration of vesting or grant (as applicable) of the equity awards described in clauses (A) and (C) of Section
9.3(b)(i) above will take effect five days prior to the consummation of the Qualifying CIC.
9.4 Termination for Cause; Resignation Without Good Reason; Death or Disability; Termination After Anniversary Date. If you resign without Good Reason at any time, if the Company
terminates your employment for Cause at any time, or if your employment terminates as a result of your death or Disability at any time, then all payments of compensation by the Company to you hereunder other than the Accrued Benefits will
terminate immediately (except as to amounts already earned), and you will not be entitled to the Severance Benefits.
4.
9.5 Conditions to Receipt of Severance Benefits. The receipt of the Severance Benefits will be subject to you signing and not revoking a separation agreement and general release
of claims in a form reasonably satisfactory to you and the Company (the “Separation Agreement”) by no later than the sixtieth (60th) day after the Separation Date (“Release Deadline”). No Severance Benefits will be paid or provided until the Separation Agreement becomes effective. You shall also resign from all positions and terminate
any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the Separation Date.
9.6 Prevailing Party Attorneys’ Fees. In the event that you claim you have the right to Severance Benefits pursuant to this Agreement that you did not receive from the Company, and
there has been a final non-appealable judgment or order issued by a court or arbitrator of competent jurisdiction with respect to such claim that the Company owes Severance Benefits to you pursuant to this Agreement, the Company must reimburse
you for reasonable attorneys’ fees incurred in bringing such claims against the Company.
10. Definitions.
10.1 Cause. For purposes of this Agreement, “Cause” for termination means any one or more of the following: (a) the plea of guilty or nolo contendere to, or conviction for, a felony offense by you; provided, however, that (i) after indictment, the Company may suspend you from
the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement, and (ii) your employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there
is not otherwise grounds to terminate your employment for Cause; (b) a material breach by you of a fiduciary duty owed to the Company; (c) a material breach by you of any of the covenants made by you in Section 8 or Section 11 of this Agreement
or of the Confidentiality Agreement; or (d) a knowing and material violation by you of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, which policy had been provided to you in writing or otherwise made
generally available prior to such violation; provided, that in the case of conduct described in clauses (b), (c), or (d) above, “Cause” shall only apply to conduct occurring after the initial effective date of the Agreement and, if such conduct
is capable of being cured, you shall have a period of no less than twenty (20) days after you are provided with written notice (specifying in reasonable detail the acts or omissions believed to constitute Cause and the steps necessary to remedy
such condition, if curable) in which to cure, which such notice specifically identifies the breach or the violation that the Company believes constitutes Cause. Any termination for Cause, as defined herein, (and any determination as to whether
conduct has been cured) must be approved by a majority of the Independent Directors before any such termination may occur.
10.2 Change in Control. For purposes of this Agreement, “Change in Control” has the definition ascribed to it
in the Plan.
10.3 Code. For purposes of this Agreement, “Code” means the U.S. Internal Revenue Code of 1986 (as it has been and may be amended from time to time) and any regulations and guidance that has been promulgated or may be promulgated from time to time thereunder and any state law
of similar effect.
10.4 Disability. For purposes of this Agreement, “Disability” shall have the definition ascribed to it in any applicable disability benefit plan maintained by the Company or, in the absence of such definition, shall mean your inability to perform the essential functions of your
position, notwithstanding the provision of any reasonable accommodation, for a consecutive period of at least 91 calendar days or any non-consecutive period of 150 calendar days in any consecutive 365-calendar day period.
5.
10.5 Good Reason. For purposes of this Agreement, you shall have “Good Reason” for resignation from
employment with the Company if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your Base Salary (unless pursuant to a salary reduction program applicable generally to the
Company’s other C-level employees of no greater than 10% reduction); (b) a material diminution in your job duties, responsibilities, authorities or title or any action or inaction by the Company which results in a material diminution in your
job duties, responsibilities, authorities or title, including, but not limited to, you not being the Chief Executive Officer of the Company (or ultimate parent company of the entity succeeding to the Company’s business), the appointment of a
co-Chief Executive Officer of the Company, your becoming the chief executive officer of a division or subsidiary instead of the Chief Executive Officer of the Company, or you no longer reporting directly to the Board; (c) the assignment to you,
without your consent, of any duties that cause a material diminution in your job duties, responsibilities, authorities, or title; (d) the Board’s requirement that you perform any unlawful act or take any other action in violation of any
material Company policy pertaining to ethics, wrongdoing or conflicts of interest; (e) Grindr does not maintain a Board of Directors comprised of a majority of Independent Directors; (f) with respect to each of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committees of the Board (or committees of the Board performing similar functions), to the extent such committees exist, such committee is not comprised of a majority of Independent Directors,
(g) individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the
Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the Incumbent Board, such new member shall, for purposes of this Agreement be
considered as a member of the Incumbent Board; (h) Grindr (including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”); (i) the requirement that you regularly work from a primary physical work location other than your home office, provided that you are
complying with any Company return to office or similar policy that generally applies to all employees; (j) the failure of the Board to nominate you for election or reelection as a director of Grindr; (k) a material breach by the Company of this
Agreement or of any equity award agreement between you and Grindr; or (l) Grindr’s failure to grant you any of the incentive awards contemplated by Exhibit A to this
Agreement, including the failure to grant you the Refresh RSU Award prior to the earlier of (i) ten (10) days following Grindr’s 2026 annual meeting of stockholders, or (ii) October 15, 2026.
In order to resign for Good Reason, you must provide written notice to the Independent Directors within 60 days after the first occurrence of the
event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 60 days from receipt of such written notice to cure such event, if curable, and if such event is not reasonably cured within such period, you
must resign your employment with the Company not later than 60 days after the expiration of the cure period.
6.
10.6 Independent Directors. For purposes of this Agreement, “Independent Directors” means directors who are
determined in good faith by the Board to be (a) independent from Grindr in all material respects (other than their service as a director of Grindr), including under the independence standards of the New York Stock Exchange or any other national
exchange on which securities of Grindr may then be listed and (b) independent from any affiliate of Grindr (other than any affiliate of Grindr who is an affiliate solely due to their service as a director of Grindr) as if such affiliate were
Grindr for purposes of the preceding clause (a) and who does not maintain any relationship with such affiliate, other than any incidental or indirect relationships that the Board determines in good faith would not be reasonably likely to affect
such director’s judgment; provided that any individual who is a member of the Board on the Effective Date, other than you and Mr. Zage, shall be considered an Independent Director. As used in the foregoing sentence, “affiliate” shall have the
meaning prescribed under Rule 405 of the Securities Act of 1933, as amended.
10.7 Involuntary Termination. For purposes of this Agreement, “Involuntary Termination” means a termination
of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An
Involuntary Termination does not include any other termination of your employment, including a termination due to your death or Disability.
10.8 Separation from Service. For purposes of this Agreement, “Separation from Service” means a “separation from service,” as defined under Treasury Regulation Section 1.409A-1(h).
11. Proprietary Information Obligations; Arbitration; Prior Obligations. You agree to abide by the Employee Confidentiality, Proprietary Rights, and Arbitration Agreement (the “Confidentiality Agreement”), which you executed on October 25, 2022, attached as Exhibit B, and which shall continue in
full force and effect according to its terms. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an
obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise
legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you
have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company. You represent to the Company that you are not subject to
or a party to any employment agreement, non-competition covenant, or other agreement that would be breached by, or prohibit you from, executing this Agreement and performing fully your duties and responsibilities hereunder.
7.
12. Section 409A. It is intended that all of the Severance Benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section
409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this
Agreement (and any definitions hereunder) will be construed in a manner that complies with Code Section 409A. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A-2(b)(2)(i)
and (iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment
payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a
“specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “nonqualified deferred compensation”
under Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section
409A, such payments shall not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following the date of your Separation from Service with the Company, (ii) the date of your death or (iii)
such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to
this Paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Severance Benefits are not
covered by one or more exemptions from the application of Code Section 409A and the Release Deadline occurs in the calendar year following the calendar year of your Separation from Service, the Separation Agreement will not be deemed effective
any earlier than the Release Deadline for purposes of determining the timing of provision of any Severance Benefits. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this
Agreement comply with Code Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by you on account of non-compliance with Code Section 409A.
13. Section 280G. If any of the payments or benefits that you have received or that you may receive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise)
(all such payments and benefits collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Code Section 280G and would,
but for this Section 13, be subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”), then prior to making the 280G Payments, a calculation shall be
made comparing (i) the Net Benefit (as defined below) to you of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to you if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax.
Only if the amount calculated under clause (i) above is less than the amount under clause (ii) above shall the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax.
“Net Benefit” shall mean the value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this
Section 13 shall be made in a manner that results in the greatest economic benefit to you, as determined by the Company, and that is consistent with the requirements of Code Section 409A.
8.
14. General Provisions. This Agreement, together with its exhibits, constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive
embodiment of the parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any
other such promises, warranties or representations (including, without limitation, the Original Employment Agreement). Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company’s discretion in
this letter, must be made in a written agreement signed by you and the disinterested members of the Board. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. Any waiver of any breach of any provisions of this Agreement must be
in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement is intended to bind and inure to the benefit of and be
enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties
hereunder and you may not assign any of your rights hereunder without the written consent of the Company. This Agreement shall become effective as of the Start Date and shall terminate upon your termination of employment with the Company. The
obligations as forth under Sections 9, 10, 11, 12, and 13 will survive the termination of this Agreement. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of
California.
Signature Pages Follow
9.
Accepted and agreed:
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Grindr LLC
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| /s/ Zachary Katz |
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| Name: Zachary Katz |
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| Title: General Counsel & Head of Global Affairs |
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Date:
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December 1, 2025 |
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Accepted and agreed:
| /s/ George Arison | ||
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George Arison
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| Date: | December 1, 2025 | |
Enclosures:
Exhibit A: Incentive Awards Term Sheet
Exhibit B: Employee Confidentiality, Proprietary Rights, and Arbitration Agreement
10.
Exhibit A
Incentive Awards Term Sheet
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General Terms
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Equity Plan
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All Incentive Awards will be issued subject to the terms and conditions of the Plan and an applicable award agreement and restrictive covenants thereunder.
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Time-Based Equity Awards
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Initial RSU Award
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On November 18, 2022, you received a time-based equity award consisting of 3,750,000 restricted stock units (“RSUs”) with respect to shares of common stock, $0.0001 par value per share, of Grindr (“Common Stock”) (the “Initial RSU Award”). You acknowledge that the Initial RSU Award was in full and complete satisfaction of the Company’s obligation to grant you time-based equity
awards as set forth in Exhibit A of the Original Employment Agreement.
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Refresh Time-Based
RSU Grant
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• Subject to and
contingent upon (i) stockholder approval of an amendment to the Plan at Grindr’s 2026 annual meeting of stockholders that increases the number of Shares available for issuance as awards thereunder, (ii) the effectiveness of the Form
S-8 registration statement that registers the additional Shares added to the Plan, and (iii) your continued employment with the Company through the grant date, you will receive a time-based equity award under the Plan consisting of
2,250,000 RSUs (the “Refresh RSU Award” and collectively with the Initial RSU Award, the “Time-Based
Equity Awards”).
• The Refresh RSU Award will have a vesting commencement date of October 19, 2027 and will vest in six equal installments every six months thereafter, subject to your continued employment with the Company through each
applicable vesting date, with the final such vesting date occurring on October 19, 2030. The Refresh RSU Award will be subject to the terms and conditions set forth in the Plan and an award agreement thereunder consistent with this
Exhibit A.
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11.
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Contingent Severance and Cash Incentive
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Between the Effective Date and the date on which Grindr grants you the Refresh RSU Award, if either (a) you experience an Involuntary Termination
with respect to which you are eligible to receive Severance Benefits under Section 9.3 of this Agreement, or (b) a Change in Control transaction pursuant to which Grindr
(including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the Exchange Act (a “Qualifying CIC”) is consummated, then, subject to your compliance with Section 9.5 of this Agreement, you will receive a cash payment equal to: (x) if triggered under clause (a) above, the number of Refresh RSUs
that would have vested, to the extent you had remained employed by the Company, during the three (3) years following the date of such Involuntary Termination if such Refresh RSUs had already been granted, multiplied by the average VWAP for
the 30 trading days preceding the day before the date of such Involuntary Termination (the “Involuntary Termination Contingent Cash Payment”) and (y) if
triggered under clause (b), 2,250,000 (or if a Qualifying CIC occurs within nine months after the Effective Date, 750,000) multiplied by the average VWAP for the 30 trading days preceding the day before the date of the consummation of such
Qualifying CIC, and in each case of (x) and (y), subject to your continued employment with the Company through and immediately prior to such Involuntary Termination or the consummation of such Qualifying CIC (the “CIC Contingent Cash Payment”, and each of the CIC Contingent Cash Payment and the Involuntary
Termination Contingent Cash Payment, a “Contingent Cash Payment”). Any Contingent Cash Payment will be subject to all applicable taxes and withholdings and
will be paid in a lump sum in accordance with the timing set forth in Section 9.3(a) of the Agreement (if triggered under clause (a) above) or within 15 days following the consummation of such Qualifying CIC (if triggered under clause (b)
above). Any Contingent Cash Payment paid as set forth herein will be in full and complete satisfaction of the Company’s obligation to grant you the Refresh RSU Award, and in no event will you be entitled to receive both the Refresh RSU
Award and a Contingent Cash Payment.
|
|
|
Performance-Based Equity Awards
|
|
Award Vehicle
|
The Performance-Based Equity Awards will be granted in the form of RSUs, subject to your continued employment with the Company through the applicable
Performance Award Grant Date.
|
||
|
Performance
Threshold
|
• On the first occasion (if any) during your employment and on or prior to December 31, 2027 that (i) the Average Grindr Market Cap exceeds $5 billion, (ii) the average VWAP equals or exceeds $26 over a period of 15
consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events after the date of this Agreement), or (iii) TTM EBITDA equals or exceeds $275 million (each of (i), (ii), or (iii), a “First Milestone,” and
the first date on which a First Milestone occurs prior to the applicable deadline, the “First Milestone Performance Date”), you shall be granted a number
of fully vested RSUs equal to (a) $20 million divided by (b) the average VWAP for the 90 trading days preceding the First Milestone Performance Date, with such number of RSUs rounded down to the nearest whole unit.
• On the first occasion (if any) during your employment and on or prior to March 31, 2029 that (i) the Average Grindr Market Cap exceeds $7.5 billion, (ii) the average VWAP equals or exceeds $39 over a period of 15
consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events after the date of this Agreement), or (iii) TTM EBITDA equals or exceeds $412 million (each of (i), (ii), or (iii), a “Second Milestone,” and the first date on which a Second Milestone occurs prior to the applicable deadline, the “Second Milestone Performance Date”), you shall receive a number of fully vested RSUs equal to (a) $30 million divided by (b) the average VWAP for the 90 trading days preceding the Second
Milestone Performance Date, with such number of RSUs rounded down to the nearest whole unit.
• The Compensation Committee of the Board or the Independent Directors may, in their sole and absolute discretion, take action on or prior to a deadline applicable to achievement of a First Milestone or Second Milestone to
extend such deadline(s).
|
||
12.
|
Change in Control
|
Notwithstanding anything to the contrary herein, immediately prior to, and contingent upon, the consummation of a Change in Control, you will be
granted, subject to your continuous employment through immediately prior to the consummation of such Change in Control:
• A number of fully vested RSUs equal to (a) $20 million divided by (b) the CIC Per Share Consideration (with such number of RSUs rounded down to the nearest whole unit) if and only if (i) the CIC Price exceeds $5 billion,
(ii) the Change in Control is consummated on or prior to December 31, 2027, and (iii) the First Milestone has not been previously met (for clarity, the number of RSUs calculated under this bullet will be equal to zero if the conditions
in all of clauses (i), (ii) and (iii) of this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs calculated under this bullet will be equal to
zero).
• A number of fully vested RSUs equal to (a) $30 million divided by (b) the CIC Per Share Consideration (with such number of RSUs rounded down to the nearest whole unit) if and only if (i) the CIC Price exceeds $7.5 billion,
(ii) the Change in Control is consummated on or prior to March 31, 2029, and (iii) the Second Milestone has not been previously met (for clarity, the number of RSUs calculated under this bullet will be equal to zero if the conditions in
all of clauses (i), (ii) and (iii) of this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs calculated under this bullet will be equal to
zero).
|
||
|
Performance Award
Grant Date
|
As soon as practicable following achievement of the applicable First or Second Milestone Performance Date.
|
13.
|
KPI Awards
|
|
Award Vehicle
|
The KPI Awards will be granted in the form of RSUs and may be paid out in the form of cash or shares of Common Stock as determined by Grindr.
|
||
|
KPIs
|
• The Board (or a committee thereof) and you shall agree upon, and reduce to writing, annual key performance indicators (a) as soon as practicable
after commencement of employment; and (b) annually thereafter, as soon as practicable after the start of each calendar year and in no event later than the end of the first quarter of the applicable calendar year.
• Absent such written agreement on KPIs, the KPIs shall be determined by the Board (or a committee thereof) in its sole and absolute discretion.
The Board shall determine such KPIs and grant such KPI Awards no later than the end of the first quarter of the applicable calendar year.
• The target number of RSUs that could be earned, based on performance, with respect to a KPI Award will be determined by dividing $1,500,000 by
the average VWAP of the Common Stock for the 90 trading days preceding the grant date (the “Pre-Grant VWAP”), rounded down to the nearest whole number (the “Target KPI
RSUs”). The number of RSUs actually earned, if any, with respect to a KPI Award (subject to the Stock Price Multiplier described below) may be 0% of the Target KPI RSUs, for performance below the target performance level applicable
to the KPIs, 100% of the Target KPI RSUs, for performance at the target performance level applicable to the KPIs, or 200% of the Target KPI RSUs, for performance at the maximum performance level applicable to the KPIs, with linear
interpolation for performance between target and maximum, rounded down to the nearest whole number (the applicable percentage of actual performance against target, the “Performance Multiplier” and the
number of RSUs calculated following application of the Performance Multiplier, the “Initial Earned KPI RSUs”).
|
||
|
Satisfaction of KPIs
|
The Board, or a committee thereof, shall determine the extent to which the KPIs for a given year have been satisfied in its or their sole and absolute discretion no
later than 75 days after the end of the applicable year (the date of such determination, the “Certification Date”). The Initial Earned KPI RSUs based on such determination will be adjusted by
application of a modifier (the “Stock Price Multiplier”) determined by dividing the Pre-Grant VWAP by the average VWAP of the Common Stock for the 90 trading days preceding the Certification Date (the
“Pre-Vest VWAP”). The number of Initial Earned KPI RSUs as adjusted as described below based on the Stock Price Multiplier, rounded down to the nearest whole number, shall be the number of RSUs
earned by you (the “Final Earned KPI RSUs”), and the Final Earned KPI RSUs will vest as of the Certification Date. Other than as set forth in Section 9.3(b)(i)(B) of this Agreement, the vesting of any
KPI Awards is subject to your continued service to the Company through the Certification Date.
|
||
14.
|
Application of Stock
Price Multiplier;
True-Up KPI RSUs
|
To the extent that the number of RSUs resulting from the Initial Earned KPI RSUs multiplied by the Stock Price Multiplier, rounded down to the nearest whole number
(such number of RSUs, the “VWAP-Adjusted RSUs”) is (a) less than the number of
Initial Earned KPI RSUs, the number of Final Earned KPI RSUs shall equal the number of VWAP-Adjusted RSUs, (b) equal to the number of Initial Earned KPI RSUs, the
number of Final Earned KPI RSUs shall not be adjusted, or (c) greater than the number of Initial Earned KPI RSUs, the number of Final Earned KPI RSUs shall not be
adjusted, provided that, with respect to this clause (c) only, (i) if you remain in service with the Company on the Certification Date, the Board or a committee
thereof shall award you an additional, fully vested grant of RSUs on the Certification Date with respect to a number of shares equal to the difference between the number of Final Earned KPI RSUs and the number of VWAP-Adjusted RSUs (the “True-Up KPI RSUs”), or (ii) if you are eligible for and receiving benefits in connection with an Involuntary Termination under Section 9.3(b)(ii) of this
Agreement and due to such Involuntary Termination, is not in service with the Company on the Certification Date, the Board or a committee thereof shall instead provide for payment to you of a cash amount equal to the number of True-Up KPI
RSUs times the Pre-Vest VWAP, less any applicable taxes and withholdings.
|
||
|
KPI Award Example
|
For purposes of illustration only:
Pre-Grant VWAP: $18.00
Target KPI RSUs: 83,333 ($1,500,000/$18.00)
Performance Multiplier: 120%
Initial Earned KPI RSUs: 99,999 (83,333 * 120%)
Pre-Vest VWAP: $12.00
Stock Price Multiplier: 1.50 ($18.00/$12.00)
VWAP-Adjusted RSUs: 149,998 (99,999 * 1.50)
Because the VWAP-Adjusted RSUs exceed the Initial Earned KPI RSUs, you shall receive 99,999 Initial Earned KPI RSUs plus 49,999 True-Up KPI RSUs
(149,998 less 99,999); provided that if you are eligible for and receiving benefits in connection with an Involuntary Termination under Section 9.3(b)(i)(B) and due to such Involuntary Termination, are not in service with the Company on
the Certification Date, you shall instead receive 99,999 Initial Earned KPI RSUs plus $599,988 in cash (49,999 True-Up KPI RSUs * $12.00).
|
15.
|
Definitions
|
|
Average Grindr
Market Cap
|
means the daily average of the Grindr Market Cap for the 90 trading days preceding a given day.
|
||
|
CIC Per Share
Consideration |
shall mean the consideration payable for one Share (including the present value of any non-cash or contingent consideration payable for one Share) by the acquirer
(or its parent) in connection with the Change in Control.
|
||
|
CIC Price
|
shall mean an amount equal to (x) CIC Per Share Consideration, multiplied by (y) the number of fully diluted Shares as of immediately prior to the consummation of
the Change in Control (which shall be calculated consistent with the applicable definition or formula used in the definitive agreement evidencing the Change in Control to calculate the number of fully diluted Shares as of immediately
prior to the Change in Control).
|
||
|
Grindr Market Cap
|
shall be equal to (a) the VWAP on a given day multiplied by (b) the number of
issued and outstanding shares of Grindr Common Stock on such day.
|
||
|
TTM EBITDA
|
means Grindr’s Adjusted EBITDA as reported in Grindr’s filings with the Securities and Exchange Commission for the four fiscal quarters preceding and including the
most recently completed fiscal quarter of Grindr prior to the determination date (with the day of any filings with the Securities and Exchange Commission in which Grindr’s Adjusted EBITDA is reported constituting a determination date).
|
||
|
Share
|
means one share of Common Stock.
|
||
|
VWAP
|
means, for any given date, the per-share volume-weighted average price (determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours) of a Share, as determined by the Company based on a reputable third-party source.
|
16.
Exhibit B
Employee Confidentiality, Proprietary Rights, and Arbitration Agreement
17.
Exhibit 10.2
AMENDMENT TO
OFFER LETTER
This Amendment to Offer Letter (“Amendment”) is entered
into by and between Grindr LLC, a Delaware limited liability company (the “Company”), and Austin James Balance (“you” or “Executive”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of December 1, 2025 (“Effective Date”).
The Company and Executive entered into that certain Offer Letter dated November 22, 2021 (the “Offer Letter”), that certain Equity Award Letter dated December 21, 2023 (the “2023 Equity Award Letter”)
and that certain Equity Award Letter dated October 29, 2024 (the “2024 Equity Award Letter” and collectively with the 2023 Equity Award Letter, the “Equity Award Letters”), and the Company and Executive desire to amend the Offer Letter and the Equity Award Letters pursuant to the terms of this Amendment. In
consideration of Executive’s continued engagement with the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Definitions
Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Offer Letter.
2. Amendments. The Parties hereby agree that the Offer Letter and the Equity Award Letters shall be amended as follows:
| a. |
Equity: Executive agrees and acknowledges that he has received in full
the time-based equity award described in the Offer Letter. Upon the Effective Date, (i) Executive shall be eligible to receive the new performance-based equity award described in Exhibit A attached hereto (the “New Market Cap PSU Arrangement’), and (ii) the performance-based equity award arrangement
described in Exhibit B attached hereto shall replace in full the “Balance PSU Arrangement” described in Exhibit A to the 2024 Equity Award Letter (the “Modified Market Cap PSU Arrangement”). In addition, from and after January 1, 2026, Executive shall be eligible to receive annual key performance
indicator restricted stock unit (“RSU”) awards (“KPI Awards”)
in accordance with Exhibit C attached hereto, which Exhibit C replaces in full
the language regarding KPI Awards set forth in Exhibit A to the 2023 Equity Award Letter.
|
| b. |
Severance Benefits: the following severance provisions shall be added to
the Offer Letter:
|
| • |
Compensation upon Termination. Upon the termination of your employment
for any reason, the Company shall pay you (i) all of your accrued and unpaid wages earned through your last day of employment (the “Separation Date”),
(ii) any unreimbursed business expenses; (iii) the value of any accrued and unused vacation days; and (iv) any other amounts required by local law or the express terms of any employee benefit
plan to be paid to you (items (i), (ii), (iii) and (iv), collectively, the “Accrued Benefits”).
|
1
| • |
Termination without Cause or for Good Reason. If the Company terminates your employment without Cause or you resign for Good Reason, as both terms are defined below, then, provided that such termination constitutes a “Separation from Service” (as defined under Treasury Regulation Section 1.409A-1(h)) and provided that you remain in compliance with the applicable
terms of the Offer Letter and Amendment (including execution and non-revocation of the Separation Agreement described below), the Company shall provide you, as severance, the following (the “Severance”):
|
| o |
A cash payment equal to the greater of (A) twelve (12) months of your Base Salary in effect as of the Separation Date, or (B) the amount of severance payment pursuant to the then-applicable
company-wide severance policy as may be adopted by the Company from time to time, subject to standard payroll deductions and withholdings (the “Severance
Payment”). The Severance Payment will be paid in a lump sum cash payment no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after your Separation from Service, provided, that the Separation
Agreement (as discussed below) has become effective by that time;
|
| o |
A pro-rata portion of your Annual Bonus for the fiscal year in which your termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be
due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365), payable at the same time bonuses for
such year are paid to other senior executives of the Company (but in no event later than March 15 of the year following the year in which the termination occurs);
|
| o |
If you are eligible for and timely elect continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following your Involuntary Termination, the Company will pay your COBRA group health insurance premiums for you and your eligible dependents
directly to the insurer until the earliest of (A) the twelve (12) month anniversary of the Separation Date (the “COBRA Payment Period”), (B) the
expiration of your eligibility for continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this
Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole
discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you
elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA
premiums for that month, subject to applicable tax withholdings and grossed-up to be tax neutral to you (such amount, the “Special Severance Payment”),
which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On
the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to you, in a
lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described
above. If you become eligible for coverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease; and
|
2
| o |
The Company shall provide that (i) any outstanding and unvested time-vesting equity awards granted to you under the Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) of Grindr Inc. (“Grindr”) (or otherwise) that would have vested, to
the extent you had remained employed by the Company, during the two (2) years following the date of such termination without Cause or for Good Reason, shall accelerate and vest immediately as of the date of such termination without Cause or
for Good Reason (provided, that 100% of the outstanding and unvested time-vesting equity awards shall accelerate and vest in full upon such termination without Cause or for Good Reason occurring (x) at any time within 12 months following a
Change in Control (as defined in the 2022 Plan) or (y) in connection with a Qualifying CIC (as defined below) in accordance with the following paragraph), (ii) any outstanding KPI Awards described on Exhibit C hereto that have been granted to you under the 2022 Plan or otherwise, and any other restricted stock unit awards based on annual key performance indicators similar to the KPI Awards, in
each case, that have been granted prior to the termination date, shall vest, if at all, based on actual performance against the applicable performance targets through the end of the performance period, on the date of certification by the
Board of Directors of Grindr (the “Board”) (or a committee thereof) of the extent to which such targets have been achieved, and (iii) to the extent
that a Performance Date (as such term is defined in Exhibit A and Exhibit B,
respectively) with respect to the New Market Cap PSU Arrangement and/or the Modified Market Cap PSU Arrangement has occurred prior to the termination date, any related RSUs shall be granted prior to the effective date of such termination,
to the extent not previously granted. For avoidance of doubt, clause (iii) excludes the New Market Cap PSU Arrangement and the Modified Market Cap PSU Arrangement to the extent that the applicable Performance Date has not occurred prior to
the termination date.
|
3
Notwithstanding anything herein to the contrary, in the event of a Change in Control transaction pursuant to which Grindr (including any
successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the Exchange Act (a “Qualifying
CIC”), subject to and contingent upon (a) the consummation of such Qualifying CIC, (b) your continuous employment through immediately prior to the consummation of such Qualifying CIC, and (c) the effectiveness of your resignation for Good
Reason in connection with such Qualifying CIC (notice of which resignation must be provided at least six days prior to the consummation of the Qualifying CIC and for which no cure period shall apply), the acceleration of vesting or grant (as
applicable) of the equity awards described in clauses (i) and (iii) in the paragraph above will take effect five days prior to the consummation of the Qualifying CIC.
| • |
Other Terminations. If you resign your employment for any reason other
than Good Reason, if the Company terminates your employment for Cause, or if your employment terminates as a result of your death or Disability, then all payments of compensation by the Company to you hereunder other than the Accrued
Benefits will terminate immediately, and you will not be entitled to the Severance; provided that if you are terminated for death or Disability, you (or your estate, if applicable) shall receive a pro-rata portion of your Annual Bonus for
the fiscal year in which such termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of
days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365), payable at the same time bonuses for such year are paid to other senior executives of the Company. For purposes of this
Offer Letter, “Disability” shall have the definition ascribed to it in any applicable disability benefit plan maintained by the Company or, in the
absence of such definition, shall mean your inability to perform the essential functions of your position, notwithstanding the provision of any reasonable accommodation, for a consecutive period of at least 91 calendar days or any
non-consecutive period of 150 calendar days in any consecutive 365-calendar day period.
|
| • |
Conditions to Receipt of Severance. The receipt of the Severance will be
subject to you signing and not revoking a separation agreement and general release of claims in substantially the form applicable to the Company’s senior executives (which the Company shall establish within three months after your Start
Date) (the “Separation Agreement”) by no later than the sixtieth (60th) day after the Separation Date (the “Release Deadline”). No Severance will be paid or provided until the Separation Agreement becomes effective. You must also resign from all positions and terminate any relationships
as an employee, advisor, or officer with the Company and any of its affiliates, each effective on the Separation Date.
|
4
| c. |
Definitions:
|
| • |
Definition of Cause: For purposes of this Offer Letter, “Cause” shall mean your action, or failure to act after the date hereof that constitutes any of the following: (a) the plea of guilty or nolo
contendere to, or a conviction of a crime involving dishonesty, intentional misconduct, or breach of trust; (b) gross negligence in the performance of your duties; (c) a material breach by you of a fiduciary duty owed to the Company; (d)
material breach of any written agreement with the Company; or (e) a knowing and material violation by you of any material policy of the Company pertaining to ethics, wrongdoing or conflicts of interest, which policy had been provided to
you in writing or otherwise made generally available prior to such violation; provided, that in the case of conduct described in clauses (b), (c), (d) or (e) “Cause” shall only apply to conduct occurring after the date hereof and, if such conduct is capable of being cured, you shall have a period of no less than twenty (20) days after you are provided with written notice
(specifying in reasonable detail the acts or omissions believed to constitute Cause and the steps necessary to remedy such condition, if curable) in which to cure, which such notice specifically identifies the breach or the violation that
the Company believes constitutes Cause.
|
| • |
Definition of Good Reason: For purposes of this Offer Letter, you shall
have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without your prior
written consent: (a) a material reduction in your Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s other C-level employees of no greater than 10% reduction); (b) a material diminution in
your job duties, responsibilities, authorities or title or any action or inaction by the Company which results in a material diminution in your job duties, responsibilities, authorities or title; (c) the assignment to you, without your
consent, of any duties that cause a material diminution in your job duties, responsibilities, authorities, or title; (d) the Board’s requirement that you perform any unlawful act or take any other action in violation of any material
Company policy pertaining to ethics, wrongdoing or conflicts of interest; (e) Grindr does not maintain a Board of Directors comprised of a majority of Independent Directors; (f) with respect to each of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committees of the Board (or committees of the Board performing similar functions), to the extent such committees exist, such committee is not comprised of a majority of Independent
Directors; (g) individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the Incumbent Board, such new
member shall, for purposes of this Offer Letter be considered as a member of the Incumbent Board; (h) Grindr (including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended; (i) the requirement that you regularly work from a primary physical work location other than your home office, provided that you are complying with any Company
return to office or similar policy that generally applies to all employees; (j) a material breach by the Company of the Offer Letter or of any equity award agreement between you and Grindr; or (k) Grindr’s failure to grant you any of the
incentive awards contemplated by Exhibit A, Exhibit B, or Exhibit C to this Offer Letter. For purposes of this Offer Letter, “affiliate” shall have the meaning prescribed under Rule 405 of the Securities Act of 1933, as
amended.
|
5
In order to resign for Good Reason, you must provide written notice to the Independent Directors within 60 days after the first occurrence of the
event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 60 days from receipt of such written notice to cure such event, if curable, and if such event is not reasonably cured within such period, you
must resign your employment with the Company not later than 60 days after the expiration of the cure period.
| • |
Definition of Independent Directors: For purposes of this Offer Letter,
“Independent Directors” means directors who are determined in good faith by the Board to be (a) independent from Grindr in all material respects
(other than their service as a director of Grindr), including under the independence standards of the New York Stock Exchange or any other national exchange on which securities of Grindr may then be listed and (b) independent from any
affiliate of Grindr (other than any affiliate of Grindr who is an affiliate solely due to their service as a director of Grindr) as if such affiliate were Grindr for purposes of the preceding clause (a) and who does not maintain any
relationship with such affiliate, other than any incidental or indirect relationships that the Board determines in good faith would not be reasonably likely to affect such director’s judgment; provided that any individual who is a member
of the Board on the Effective Date, other than Mr. Arison and Mr. Zage, shall be considered an Independent Director. As used in the foregoing sentence, “affiliate” shall have the meaning prescribed under Rule 405 of the Securities Act of
1933, as amended.
|
6
| d. |
Section 409A. It is intended that all of the Severance and other
payments payable under this Amendment satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A 1(b)(4), 1.409A 1(b)(5) and 1.409A 1(b)(9), and
this Amendment will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Amendment (and any definitions hereunder) will be construed and reformed in a manner that complies
with Code Section 409A. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), your right to receive any installment payments under this Offer
Letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and
distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Amendment providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation”
for purposes of Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Offer
Letter, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any provision to the contrary in this Amendment, if you are deemed by the Company at the time of your
separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon your separation from service set forth herein and/or under any other agreement with the Company are deemed
to be “nonqualified deferred compensation” under Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and
the related adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following the date of your separation from service
with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section
409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If
the Severance is not covered by one or more exemptions from the application of Code Section 409A and the Release Deadline occurs in the calendar year following the calendar year of your Separation Date, the Separation Agreement will not
be deemed effective any earlier than the Release Deadline for purposes of determining the timing of provision of the Severance.
|
| 3. |
Continuation
|
Except as set forth herein, all of the terms and conditions set forth in the Offer Letter and in the Equity Award Letters, including any exhibits,
are unchanged and shall remain in full force and effect and are hereby ratified and confirmed by the Parties hereto. If any provision of this Amendment is inconsistent with the Offer Letter and/or the Equity Award Letters, the Parties intend that
the terms of this Amendment shall control solely to the extent required to make the Offer Letter and/or Equity Award Letters consistent with this Amendment. Nothing herein shall change the at-will nature of Executive’s employment.
4. Construction of Terms
This Amendment constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes any other
agreements or promises made to Executive by anyone with respect to this subject matter, whether oral or written. No modification to this Amendment shall be valid unless in writing and signed by the Parties hereto.
5. Governing Law
This Amendment shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.
7
6. Counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, with the same force and effectiveness
as though executed in a single document.
7. Effective Date
The terms and conditions set forth in this Amendment shall be effective as of the Effective Date.
[Signature Page Follows]
8
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
| GRINDR LLC | EXECUTIVE | |||
| By: | /s/ George Arison | By: | /s/ Austin James Balance | |
| Name: | George Arison | Name: | Austin James Balance | |
| Title: |
Chief Executive Officer
|
|||
[Signature Page to Amendment]
Exhibit A
New Market Cap PSU Arrangement (AJ Balance)
Subject to approval by the Board of Directors (the “Board”) of Grindr Inc.
(the “Company”) in coordination with the Compensation Committee thereof (the “Committee”), Austin “AJ” Balance (the “Executive”) shall be eligible to receive an additional award of performance-based RSUs under the
Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) representing a right to acquire $5,000,000 in shares of Company common stock upon the satisfaction of a performance condition pursuant to the terms and conditions set forth below (the “PSU Arrangement”). The RSUs contemplated by the PSU Arrangement shall be awarded as follows:
| • |
On the first occasion (if any) on or prior to March 31, 2029 that (a) the Average Market Capitalization (as defined below) exceeds $7.5 billion, (b) the average VWAP (as defined below) equals or
exceeds $39 over a period of 15 consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA (as defined below) equals or exceeds $412 million (each of (a), (b), and
(c), a “Performance Condition” and the earliest date on which one of the Performance Conditions occurs, the “Performance Date”), the Executive shall be granted a number of RSUs equal to (i) $5,000,000 divided by (ii) the average VWAP for the 90 trading days preceding the Performance Date,
with such number of RSUs rounded down to the nearest whole unit.
|
| • |
If any RSUs pursuant to the PSU Arrangement are granted, subject to Executive’s Continuous Service (as defined in the 2022 Plan) with the Company through such date, such RSUs shall be fully vested
on the grant date. The terms of the RSUs granted pursuant to the PSU Arrangement shall be governed by the 2022 Plan and an applicable award agreement, which Executive is required to sign in order to receive such RSUs. In all such cases, the
grant and vesting of the RSUs pursuant to the PSU Arrangement (or portion thereof) shall be subject to Executive’s Continuous Service with the Company through the applicable grant date or vesting date, respectively.
|
| • |
Notwithstanding anything to the contrary herein, immediately prior to, and contingent upon, the consummation of a Change in Control (as defined in the 2022 Plan), Executive shall be granted a
number of fully vested RSUs, subject to Executive’s Continuous Service to the Company through immediately prior to the consummation of such Change in Control, equal to (a) $5,000,000 divided by (b) the CIC Per Share Consideration (with such
number of RSUs rounded down to the nearest whole unit) if and only if (i) the Change in Control is consummated on or prior to March 31, 2029, (ii) the CIC Price exceeds $7.5 billion and (iii) the Performance Condition has not been
previously met (for clarity, the number of RSUs calculated under this bullet will be equal to zero if the conditions in all of clauses (i), (ii) and (iii) of this bullet are not met; further, if there is no consideration payable to
shareholders in connection with the Change in Control, the number of RSUs calculated under this bullet will be equal to zero).
|
For purposes of the PSU Arrangement:
| • |
“Average Market Capitalization” shall mean the daily average of the Company’s Market Capitalization for
the 90 trading days preceding a given day.
|
| • |
“CIC Per Share Consideration” shall mean the consideration payable for one share of the Company’s common
stock (including the present value of any non-cash or contingent consideration payable for one share of Company common stock) by the acquirer (or its parent) in connection with the Change in Control.
|
1
| • |
“CIC Price” shall mean an amount equal to (x) CIC Per Share Consideration, multiplied by (y) the number
of fully diluted shares of common stock of the Company as of immediately prior to the consummation of the Change in Control (which shall be calculated consistent with the applicable definition or formula used in the definitive agreement
evidencing the Change in Control to calculate the number of fully diluted shares of common stock of the Company as of immediately prior to the Change in Control).
|
| • |
“Market Capitalization” shall mean (a) the VWAP on a given day multiplied by (b) the number of issued and
outstanding shares of the Company’s common stock on such day.
|
| • |
“TTM EBITDA” shall mean the Company’s Adjusted EBITDA as reported in the Company’s filings with the
Securities and Exchange Commission for the four fiscal quarters preceding and including the most recently completed fiscal quarter of the Company prior to the determination date (with the day of any filings with the Securities and Exchange
Commission in which Grindr’s Adjusted EBITDA is reported constituting a determination date).
|
| • |
“VWAP” shall mean, for any given date, the per-share volume-weighted
average price (determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours) of a share of the Company’s common stock, as determined by the Company based on a reputable
third-party source.
|
2
Exhibit B
Modified Market Cap PSU Arrangement (AJ Balance)
Subject to approval by the Board of Directors (the “Board”) of Grindr Inc.
(the “Company”) in coordination with the Compensation Committee thereof (the “Committee”), Austin James Balance (“Executive”) shall be eligible to receive an award of performance-based RSUs under the Company’s
Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) representing a right to acquire 200,000 shares of Company common stock upon the
satisfaction of a performance condition pursuant to the terms and conditions set forth below (the “PSU Arrangement”). The PSU Arrangement as set forth
herein supersedes and replaces in its entirety the existing market capitalization equity award arrangement with the Executive with respect to an Average Market Capitalization (as defined below) of $5 billion that was previously approved by the
Committee, as set forth in the 2024 Equity Award Letter. The RSUs contemplated by the PSU Arrangement shall be awarded as follows:
| • |
On the first occasion (if any) on or prior to December 31, 2027 that (a) the Average Market Capitalization exceeds $5 billion, (b) the average VWAP (as defined below) equals or exceeds $26 over a
period of 15 consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA (as defined below) equals or exceeds $275 million (each of (a), (b), and (c), a “Performance Condition” and the earliest date on which one of the Performance Conditions occurs, the “Performance Date”), Executive shall be granted 200,000 RSUs.
|
| • |
If any RSUs pursuant to the PSU Arrangement are granted, such RSUs shall be fully vested on the grant date, subject to Executive’s continued employment by the Company through such date. The terms
of the RSUs granted pursuant to the PSU Arrangement shall be governed by the 2022 Plan and an applicable award agreement, which Executive is required to sign in order to receive such RSUs. In all such cases, the grant and vesting of the
RSUs pursuant to the PSU Arrangement (or portion thereof) shall be subject to Executive’s Continuous Service (as defined in the 2022 Plan) with the Company through the applicable grant date or vesting date, respectively.
|
| • |
Notwithstanding anything to the contrary herein, immediately prior to, and contingent upon, the consummation of a Change in Control (as defined in the 2022 Plan), Executive shall be granted 200,000
fully vested RSUs, subject to Executive’s Continuous Service (as defined in the 2022 Plan) to the Company through immediately prior to the consummation of such Change in Control if and only if (a) the Change in Control is consummated on or
prior to December 31, 2027, (b) the CIC Price exceeds $5 billion and (c) a Performance Condition has not been previously met (for clarity, no RSUs will be granted under this paragraph if the conditions in all of clauses (a), (b) and (c) of
this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs calculated under this bullet will be equal to zero).
|
For purposes of the PSU Arrangement:
| • |
“Average Market Capitalization” means the daily average of the
Company’s Market Capitalization for the 90 trading days preceding a given day.
|
| • |
“CIC Per Share Consideration” means the consideration payable
for one share of the Company’s common stock (including the present value of any non-cash or contingent consideration payable for one share of Company common stock) by the acquiror (or its parent) in connection with the Change in Control.
|
1
| • |
“CIC Price” means an amount equal to (x) CIC Per Share
Consideration, multiplied by (y) the number of fully diluted shares of common stock of the Company as of immediately prior to the consummation of the Change in Control (which shall be calculated consistent with the applicable definition or
formula used in the definitive agreement evidencing the Change in Control to calculate the number of fully diluted shares of common stock of the Company as of immediately prior to the Change in Control).
|
| • |
“Market Capitalization” means (a) the VWAP on a given day
multiplied by (b) the number of issued and outstanding shares of the Company’s common stock on such day.
|
| • |
“TTM EBITDA” shall mean the Company’s Adjusted EBITDA as
reported in the Company’s filings with the Securities and Exchange Commission for the four fiscal quarters preceding and including the most recently completed fiscal quarter of the Company prior to the determination date (with the day of
any filings with the Securities and Exchange Commission in which Grindr’s Adjusted EBITDA is reported constituting a determination date).
|
| • |
“VWAP” means, for any given date, the per-share volume-weighted
average price (determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours) of a share of the Company’s common stock, as determined by the Company based on a reputable
third-party source.
|
2
Exhibit C
Go-Forward Balance KPI Arrangement
|
KPI Awards
|
|
Effect on Offer Letter KPI Language
|
For the avoidance of doubt, the key performance indicator (“KPI”)
awards (“KPI Awards”) arrangement for Austin “AJ” Balance described in this Exhibit supersedes and replaces in its entirety the KPI
arrangement set forth in the 2023 Equity Award Letter.
|
||
|
Award Vehicle
|
KPI Awards will be granted in the form of RSUs and may be paid out in the form of cash or shares of the common stock of Grindr Inc. (the “Company”) (“Common Stock”) as determined by the Company.
|
||
|
KPI Terms
|
• The Board of Directors of the Company (the “Board”) (or a committee thereof) and Mr. Balance shall agree upon, and
reduce to writing, annual KPIs (a) as soon as practicable after January 1, 2026; and (b) annually thereafter, as soon as practicable after the start of each calendar year and in no event later than the end of the first quarter of the
applicable calendar year.
• Absent such written agreement on KPIs, the KPIs shall be determined by the Board (or a committee thereof) in its sole and absolute discretion. The Board shall determine such KPIs and grant such KPI Awards no later than the
end of the first quarter of the applicable calendar year.
• The target number of RSUs that could be earned, based on performance, with respect to a KPI Award will be determined by dividing a value ranging from $350,000 to $465,000 (in each case such amount within that range as
determined by the Board, or a committee thereof, in its or their sole and absolute discretion) by the average VWAP of the Common Stock for the 90 trading days preceding the grant date, rounded down to the nearest whole number (the “Target KPI RSUs”). The number of RSUs actually earned, if any, with respect to a KPI Award may be less than 100%, including 0%, of the
Target KPI RSUs, for performance below the target performance level applicable to the KPIs, 100% of the Target KPI RSUs, for performance at the target performance level applicable to the KPIs, or greater than 100% of the Target KPI
RSUs, for performance at the maximum performance level applicable to the KPIs, in each case as determined by the Board (or a committee thereof) in their sole and absolute discretion. The Board (or a committee thereof) in its sole and
absolute discretion may also determine to apply one or more multipliers to any earned KPIs based on factors determined by the Board (or a committee thereof).
|
||
1
|
Satisfaction of KPIs
|
The Board or the Compensation Committee thereof (the “Committee”)
shall determine the extent to which the KPIs for a given year have been satisfied in its or their sole and absolute discretion by no later than March 15 after the end of the applicable year (the date of such determination, the “Certification Date”). Except as otherwise provided in the Offer Letter, the vesting of any KPI Awards is subject to Mr. Balance’s Continuous
Service (as defined in the 2022 Plan) through the Certification Date.
|
|
VWAP
|
means, for any given date, the per-share volume-weighted average price (determined without regard to after-hours trading or any other trading outside
of the regular trading session trading hours) of a share of Common Stock, as determined by the Company based on a reputable third-party source.
|
2
Exhibit 10.3
AMENDMENT TO
OFFER LETTER
This Amendment to Offer Letter (“Amendment”) is entered
into by and between Grindr LLC, a Delaware limited liability company (the “Company”), and Zachary Katz (“you” or “Executive”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of December 1, 2025 (“Effective Date”).
The Company and Executive entered into that certain Offer Letter dated August 22, 2023, as amended November 29, 2023 (the “Offer Letter”), and the Company and Executive desire to amend the Offer Letter pursuant to the terms of this Amendment. In consideration of Executive’s continued engagement with
the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Definitions
Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Offer Letter.
2. Amendments. The Parties hereby agree that the Offer Letter shall be amended as follows:
| a. |
Title: Effective January 1, 2026, Executive’s title shall be changed
from “General Counsel and Head of Global Affairs” to “Chief Legal Officer and Head of Global Affairs”. For the avoidance of doubt, Executive understands and agrees that this title change does not trigger subsection (b) of the Good Reason
provision contained in the Offer Letter.
|
| b. |
Equity: Executive agrees and acknowledges that he has received in full
the time- and performance-based equity awards described in the Offer Letter. Upon the Effective Date, Executive shall be eligible to receive the new performance-based equity award described in Exhibit A attached hereto (the “New Market Cap PSU Arrangement”). In addition, from and after January 1, 2026,
Executive shall be eligible to receive annual key performance indicator restricted stock unit (“RSU”) awards (“KPI Awards”) in accordance with Exhibit B attached hereto. Section 2(c) of this Amendment
replaces and supersedes in full the final sentence of the section entitled “Time-Based Equity” of the Offer Letter.
|
| c. |
Severance Upon Termination without Cause or for Good Reason: Upon the
Effective Date, the following shall be added to the Severance benefits provided to Executive in the event of a termination without Cause or resignation by Executive for Good Reason, subject to the conditions for receipt applicable to
such Severance benefits as set forth in the Offer Letter:
|
1
If you are terminated without Cause or resign for Good Reason, the Company shall provide that (i) any outstanding and unvested time-vesting equity
awards granted to you under the Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) of Grindr Inc. (“Grindr”) (or otherwise) that would have vested, to the extent you had remained employed by the Company, during the two (2) years following the date of such termination without Cause or for
Good Reason, shall accelerate and vest immediately as of the date of such termination without Cause or for Good Reason (provided, that 100% of the outstanding and unvested time-vesting equity awards shall accelerate and vest in full upon such
termination without Cause or for Good Reason occurring (x) at any time within 12 months following a Change in Control (as defined in the 2022 Plan) or (y) in connection with a Qualifying CIC (as defined below) in accordance with the following
paragraph), (ii) any outstanding KPI Awards described on Exhibit B hereto that have been granted to you under the 2022 Plan or otherwise, and any other restricted stock
unit awards based on annual key performance indicators similar to the KPI Awards, in each case, that have been granted prior to the termination date, shall vest, if at all, based on actual performance against the applicable performance targets
through the end of the performance period, on the date of certification by the Board of Directors of Grindr (the “Board”) (or a committee thereof) of the
extent to which such targets have been achieved, and (iii) to the extent that the First and/or Second Performance Date (as such terms are defined in Exhibit A) with
respect to the New Market Cap PSU Arrangement has occurred prior to the termination date, any related RSUs shall be granted prior to the effective date of such termination, to the extent not previously granted. For avoidance of doubt, clause (iii)
excludes the New Market Cap PSU Arrangement to the extent that the First and/or Second Performance Date, as applicable, has not occurred prior to the termination date.
Notwithstanding anything herein to the contrary, in the event of a Change in Control transaction pursuant to which Grindr (including any
successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the Exchange Act (a “Qualifying
CIC”), subject to and contingent upon (a) the consummation of such Qualifying CIC, (b) your continuous employment through immediately prior to the consummation of such Qualifying CIC, and (c) the effectiveness of your resignation for Good
Reason in connection with such Qualifying CIC (notice of which resignation must be provided at least six days prior to the consummation of the Qualifying CIC and for which no cure period shall apply), the acceleration of vesting or grant (as
applicable) of the equity awards described in clauses (i) and (iii) in the paragraph above will take effect five days prior to the consummation of the Qualifying CIC.
| d. |
Definition of Good Reason: Upon the Effective Date, the definition of
Good Reason shall be stricken and replaced with the following definition:
|
2
For purposes of this Offer Letter, you shall have “Good Reason”
for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your Base Salary (unless pursuant to a salary reduction program applicable
generally to the Company’s other C-level employees of no greater than 10% reduction); (b) a material diminution in your job duties, responsibilities, authorities or title or any action or inaction by the Company which results in a material
diminution in your job duties, responsibilities, authorities or title, including but not limited to, you not being the Chief Legal Officer of the Company (or ultimate parent company of the entity succeeding to the Company’s business following a
Change in Control); (c) the assignment to you, without your consent, of any duties that cause a material diminution in your job duties, responsibilities, authorities, or title; (d) the Board’s requirement that you perform any unlawful act or take
any other action in violation of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest; (e) Grindr does not maintain a Board of Directors comprised of a majority of Independent Directors; (f) with respect to each of
the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committees of the Board (or committees of the Board performing similar functions), to the extent such committees exist, such committee is not comprised of a
majority of Independent Directors; (g) individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the Incumbent Board, such new
member shall, for purposes of this Offer Letter be considered as a member of the Incumbent Board; (h) Grindr (including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended; (i) the requirement that you regularly work from a primary physical work location other than your home office, provided that you are complying with any Company return to office or
similar policy that generally applies to all employees; (j) a material breach by the Company of the Offer Letter or of any equity award agreement between you and Grindr; or (k) Grindr’s failure to grant you any of the incentive awards contemplated
by Exhibit A or Exhibit B to this Offer Letter. For purposes of this Offer Letter,
“affiliate” shall have the meaning prescribed under Rule 405 of the Securities Act of 1933, as amended.
In order to resign for Good Reason, you must provide written notice to the Independent Directors within 60 days after the first occurrence of the
event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 60 days from receipt of such written notice to cure such event, if curable, and if such event is not reasonably cured within such period, you
must resign your employment with the Company not later than 60 days after the expiration of the cure period.
| e. |
Definition of Independent Directors: Upon the Effective Date, the
following definition shall be added to the Offer Letter:
|
For purposes of this Offer Letter, “Independent Directors”
means directors who are determined in good faith by the Board to be (a) independent from Grindr in all material respects (other than their service as a director of Grindr), including under the independence standards of the New York Stock Exchange
or any other national exchange on which securities of Grindr may then be listed and (b) independent from any affiliate of Grindr (other than any affiliate of Grindr who is an affiliate solely due to their service as a director of Grindr) as if such
affiliate were Grindr for purposes of the preceding clause (a) and who does not maintain any relationship with such affiliate, other than any incidental or indirect relationships that the Board determines in good faith would not be reasonably
likely to affect such director’s judgment; provided that any individual who is a member of the Board on the Effective Date, other than Mr. Arison and Mr. Zage, shall be considered an Independent Director. As used in the foregoing sentence,
“affiliate” shall have the meaning prescribed under Rule 405 of the Securities Act of 1933, as amended.
3
| 3. |
Continuation
|
Except as set forth herein, all of the terms and conditions set forth in the Offer Letter, including any exhibits, are unchanged and shall remain in
full force and effect and are hereby ratified and confirmed by the Parties hereto. If any provision of this Amendment or any exhibit thereto is inconsistent with the Offer Letter, the Parties intend that the terms of this Amendment shall control
solely to the extent required to make the Offer Letter consistent with this Amendment. Nothing herein shall alter the at-will nature of Executive’s employment.
|
4.
|
Construction of Terms
|
This Amendment constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes any other
agreements or promises made to Executive by anyone with respect to this subject matter, whether oral or written. No modification to this Amendment shall be valid unless in writing and signed by the Parties hereto.
|
5.
|
Governing Law
|
This Amendment shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.
|
6.
|
Counterparts
|
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, with the same force and effectiveness
as though executed in a single document.
|
7.
|
Effective Date
|
The terms and conditions set forth in this Amendment shall be effective as of the Effective Date.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
| GRINDR LLC | EXECUTIVE | |||
|
|
|
|
||
| By: | /s/ George Arison | By: | /s/ Zachary Katz |
|
| Name: | George Arison | Name: | Zachary Katz | |
|
|
|
|
||
| Title: |
Chief Executive Officer
|
|
||
[Signature Page to Amendment]
Exhibit A
New Market Cap PSU Arrangement (Zachary Katz)
Subject to approval by the Board of Directors (the “Board”) of Grindr Inc.
(the “Company”) in coordination with the Compensation Committee thereof, Zachary Katz (the “Executive”) shall be eligible to receive an award of performance-based RSUs under the 2022 Plan representing a right to acquire up to 120,000 shares of Company common stock upon the satisfaction of a performance
condition pursuant to the terms and conditions set forth below (the “PSU Arrangement”). The RSUs contemplated by the PSU Arrangement shall be awarded as
follows:
| • |
On the first occasion (if any) on or prior to December 31, 2027 that (a) the Average Market Capitalization (as defined below) exceeds $5 billion, (b) the average VWAP (as defined below) equals or
exceeds $26 over a period of 15 consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA (as defined below) equals or exceeds $275 million (each of (a), (b), and
(c), a “First Performance Condition” and the earliest date on which one of the First Performance Conditions occurs, the “First Performance Date”), Executive shall be granted 60,000 RSUs.
|
| • |
On the first occasion (if any) on or prior to March 31, 2029 that (a) the Average Market Capitalization exceeds $7.5 billion, (b) the average VWAP equals or exceeds $39 over a period of 15
consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA equals or exceeds $412 million (each of (a), (b), and (c), a “Second Performance Condition” and the earliest date on which one of the Second Performance Conditions occurs, the “Second Performance Date”), Executive shall be granted 60,000 RSUs.
|
| • |
If any RSUs pursuant to the PSU Arrangement are granted, subject to Executive’s Continuous Service (as defined in the 2022 Plan) with the Company through such date, such RSUs shall be fully vested
on the grant date. The terms of the RSUs granted pursuant to the PSU Arrangement shall be governed by the 2022 Plan and an applicable award agreement, which Executive is required to sign in order to receive such RSUs. In all such cases, the
grant and vesting of the RSUs pursuant to the PSU Arrangement (or portion thereof) shall be subject to Executive’s Continuous Service with the Company through the applicable grant date or vesting date, respectively.
|
| • |
Notwithstanding anything to the contrary herein, immediately prior to, and contingent upon, the consummation of a Change in Control (as defined in the 2022 Plan), Executive shall be granted,
subject to Executive’s Continuous Service to the Company through immediately prior to the consummation of such Change in Control:
|
| o |
60,000 fully vested RSUs, if and only if (a) the Change in Control is consummated on or prior to December 31, 2027, (b) the CIC Price exceeds $5 billion and (c) the First Performance Condition has
not been previously met (for clarity, no RSUs will be granted under this paragraph if the conditions in all of clauses (a), (b) and (c) of this bullet are not met; further, if there is no consideration payable to shareholders in connection
with the Change in Control, the number of RSUs calculated under this bullet will be equal to zero); and
|
| o |
60,000 fully vested RSUs, if and only if (a) the Change in Control is consummated on or prior to March 31, 2029, (b) the CIC Price exceeds $7.5 billion and (c) the Second Performance Condition has
not been previously met (for clarity, no RSUs will be granted under this paragraph if the conditions in all of clauses (a), (b) and (c) of this bullet are not met; further, if there is no consideration payable to shareholders in connection
with the Change in Control, the number of RSUs calculated under this bullet will be equal to zero).
|
1
For purposes of the PSU Arrangement:
| • |
“Average Market Capitalization” shall mean the daily average of the Company’s Market Capitalization for
the 90 trading days preceding a given day.
|
| • |
“CIC Per Share Consideration” shall mean the consideration payable for one share of the Company’s common
stock (including the present value of any non-cash or contingent consideration payable for one share of Company common stock) by the acquirer (or its parent) in connection with the Change in Control.
|
| • |
“CIC Price” shall mean an amount equal to (x) CIC Per Share Consideration, multiplied by (y) the number
of fully diluted shares of common stock of the Company as of immediately prior to the consummation of the Change in Control (which shall be calculated consistent with the applicable definition or formula used in the definitive agreement
evidencing the Change in Control to calculate the number of fully diluted shares of common stock of the Company as of immediately prior to the Change in Control).
|
| • |
“Market Capitalization” shall mean (a) the VWAP on a given day multiplied by (b) the number of issued and
outstanding shares of the Company’s common stock on such day.
|
| • |
“TTM EBITDA” shall mean the Company’s Adjusted EBITDA as reported in the Company’s filings with the
Securities and Exchange Commission for the four fiscal quarters preceding and including the most recently completed fiscal quarter of the Company prior to the determination date (with the day of any filings with the Securities and Exchange
Commission in which Grindr’s Adjusted EBITDA is reported constituting a determination date).
|
| • |
“VWAP” shall mean, for any given date, the per-share volume-weighted average price (determined without
regard to after-hours trading or any other trading outside of the regular trading session trading hours) of a share of the Company’s common stock, as determined by the Company based on a reputable third-party source.
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2
Exhibit B
Go-Forward Katz KPI Arrangement
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KPI Awards
|
|
Award Vehicle
|
Key performance indicator (“KPI”) awards (“KPI Awards”) will be granted in the form of RSUs and may be paid out in the form of cash or shares of the common stock of Grindr Inc. (the “Company”) (“Common Stock”) as determined
by the Company.
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||
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KPI Terms
|
• The Board of Directors of the Company (the “Board”) (or a committee thereof) and Zachary Katz shall agree upon, and
reduce to writing, annual KPIs (a) as soon as practicable after January 1, 2026; and (b) annually thereafter, as soon as practicable after the start of each calendar year and in no event later than the end of the first quarter of the
applicable calendar year.
• Absent such written agreement on KPIs, the KPIs shall be determined by the Board (or a committee thereof) in its sole and absolute discretion. The Board shall determine such KPIs and grant such KPI Awards no later than the
end of the first quarter of the applicable calendar year.
• The target number of RSUs that could be earned, based on performance, with respect to a KPI Award will be determined by dividing a value ranging from $250,000 to $350,000 (in each case such amount within that range as
determined by the Board, or a committee thereof, in its or their sole and absolute discretion) by the average VWAP of the Common Stock for the 90 trading days preceding the grant date, rounded down to the nearest whole number (the “Target KPI RSUs”). The number of RSUs actually earned, if any, with respect to a KPI Award may be less than 100%, including 0%, of the
Target KPI RSUs, for performance below the target performance level applicable to the KPIs, 100% of the Target KPI RSUs, for performance at the target performance level applicable to the KPIs, or greater than 100% of the Target KPI
RSUs, for performance at the maximum performance level applicable to the KPIs, in each case as determined by the Board (or a committee thereof) in their sole and absolute discretion. The Board (or a committee thereof) in its sole and
absolute discretion may also determine to apply one or more multipliers to any earned KPIs based on factors determined by the Board (or a committee thereof).
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||
|
Satisfaction of KPIs
|
The Board or the Compensation Committee thereof (the “Committee”)
shall determine the extent to which the KPIs for a given year have been satisfied in its or their sole and absolute discretion by no later than March 15 after the end of the applicable year (the date of such determination, the “Certification Date”). Except as otherwise provided in the Offer Letter, the vesting of any KPI Awards is subject to Mr. Katz’s Continuous
Service (as defined in the 2022 Plan) through the Certification Date.
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||
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VWAP
|
means, for any given date, the per-share volume-weighted average price (determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours) of a share of Common Stock, as determined by the Company based on a reputable third-party source.
|
1
Exhibit 10.4
AMENDMENT TO
OFFER LETTER
This Amendment to Offer Letter (“Amendment”) is entered
into by and between Grindr LLC, a Delaware limited liability company (the “Company”), and John North (“you” or “Executive”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of December 1, 2025 (“Effective Date”).
The Company and Executive entered into that certain Offer Letter dated September 30, 2025 (the “Offer Letter”), and the Company and Executive desire to amend the Offer Letter pursuant to the terms of this Amendment. In consideration of Executive’s continued engagement with the Company and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Definitions
Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Offer Letter.
2. Amendments. The Parties hereby agree that the Offer Letter shall be amended as follows:
| a. |
Equity: Executive agrees and
acknowledges that he has received in full the time-based equity award described in the Offer Letter. Upon the Effective Date, the performance-based equity award arrangement described in Exhibit A attached hereto shall replace in full the “PSU Arrangement” described in the Offer Letter (the “Modified Market Cap PSU Arrangement”). In addition, from and after January 1, 2026, Executive shall be eligible to receive annual key performance indicator restricted stock unit (“RSU”) awards (“KPI Awards”) in accordance with Exhibit B attached hereto, which Exhibit B replaces in full the
language regarding KPI Awards in the Offer Letter. Section 2(b) of this Amendment replaces and supersedes in full the final bullet point under the heading “Equity” in the Offer Letter.
|
| b. |
Severance Upon Termination Without Cause; Resignation for Good Reason:
Upon the Effective Date, the following shall be added to the Severance benefits provided to Executive in the event of a termination without Cause or resignation by Executive for Good Reason, subject to the conditions for receipt
applicable to such Severance benefits as set forth in the Offer Letter:
|
1
If you are terminated without Cause or resign for Good Reason, the Company shall provide that (i) any outstanding and unvested time-vesting equity
awards granted to you under the Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) of Grindr Inc. (“Grindr”) (or otherwise) that would have vested, to the extent you had remained employed by the Company, during the two (2) years following the date of such termination without Cause or for
Good Reason, shall accelerate and vest immediately as of the date of such termination without Cause or for Good Reason (provided, that 100% of the outstanding and unvested time-vesting equity awards shall accelerate and vest in full upon such
termination without Cause or for Good Reason occurring (x) at any time within 12 months following a Change in Control (as defined in the 2022 Plan) or (y) in connection with a Qualifying CIC (as defined below) in accordance with the following
paragraph), (ii) any outstanding KPI Awards described on Exhibit B hereto that have been granted to you under the 2022 Plan or otherwise, and any other restricted stock
unit awards based on annual key performance indicators similar to the KPI Awards, in each case, that have been granted prior to the termination date, shall vest, if at all, based on actual performance against the applicable performance targets
through the end of the performance period, on the date of certification by the Board of Directors of Grindr (the “Board”) (or a committee thereof) of the
extent to which such targets have been achieved, and (iii) to the extent that the First and/or Second Performance Date (as such terms are defined in Exhibit A) with
respect to the Modified Market Cap PSU Arrangement has occurred prior to the termination date, any related RSUs shall be granted prior to the effective date of such termination, to the extent not previously granted. For avoidance of doubt, clause
(iii) excludes the Modified Market Cap PSU Arrangement to the extent that the First and/or Second Performance Date, as applicable, has not occurred prior to the termination date.
Notwithstanding anything herein to the contrary, in the event of a Change in Control transaction pursuant to which Grindr (including any
successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to Section 12(b) of the Exchange Act (a “Qualifying
CIC”), subject to and contingent upon (a) the consummation of such Qualifying CIC, (b) your continuous employment through immediately prior to the consummation of such Qualifying CIC, and (c) the effectiveness of your resignation for Good
Reason in connection with such Qualifying CIC (notice of which resignation must be provided at least six days prior to the consummation of the Qualifying CIC and for which no cure period shall apply), the acceleration of vesting or grant (as
applicable) of the equity awards described in clauses (i) and (iii) in the paragraph above will take effect five days prior to the consummation of the Qualifying CIC.
| c. |
Definition of Good Reason: Upon the Effective Date, the definition of
Good Reason shall be stricken and replaced with the following definition:
|
2
For purposes of this Offer Letter, you shall have “Good Reason”
for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your Base Salary (unless pursuant to a salary reduction program applicable
generally to the Company’s other C-level employees of no greater than 10% reduction); (b) a material diminution in your job duties, responsibilities, authorities or title or any action or inaction by the Company which results in a material
diminution in your job duties, responsibilities, authorities or title, including but not limited to, you not being the Chief Financial Officer of the Company (or ultimate parent company of the entity succeeding to the Company’s business following a
Change in Control); (c) the assignment to you, without your consent, of any duties that cause a material diminution in your job duties, responsibilities, authorities, or title; (d) the Board’s requirement that you perform any unlawful act or take
any other action in violation of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest; (e) Grindr does not maintain a Board of Directors comprised of a majority of Independent Directors; (f) with respect to each of
the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committees of the Board (or committees of the Board performing similar functions), to the extent such committees exist, such committee is not comprised of a
majority of Independent Directors; (g) individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the Incumbent Board, such new
member shall, for purposes of this Offer Letter be considered as a member of the Incumbent Board; (h) Grindr (including any successors) ceases to have a class of equity securities listed on a national securities exchange and registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended; (i) the requirement that you regularly work from a primary physical work location other than your home office, provided that you are complying with any Company return to office or
similar policy that generally applies to all employees; (j) a material breach by the Company of the Offer Letter or of any equity award agreement between you and Grindr; or (k) Grindr’s failure to grant you any of the incentive awards contemplated
by Exhibit A or Exhibit B to this Offer Letter. For purposes of this Offer Letter,
“affiliate” shall have the meaning prescribed under Rule 405 of the Securities Act of 1933, as amended.
In order to resign for Good Reason, you must provide written notice to the Independent Directors within 60 days after the first occurrence of the
event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 60 days from receipt of such written notice to cure such event, if curable, and if such event is not reasonably cured within such period, you
must resign your employment with the Company not later than 60 days after the expiration of the cure period.
| d. |
Definition of Independent Directors: Upon the Effective Date, the
following definition shall be added to the Offer Letter:
|
For purposes of this Offer Letter, “Independent Directors”
means directors who are determined in good faith by the Board to be (a) independent from Grindr in all material respects (other than their service as a director of Grindr), including under the independence standards of the New York Stock Exchange
or any other national exchange on which securities of Grindr may then be listed and (b) independent from any affiliate of Grindr (other than any affiliate of Grindr who is an affiliate solely due to their service as a director of Grindr) as if such
affiliate were Grindr for purposes of the preceding clause (a) and who does not maintain any relationship with such affiliate, other than any incidental or indirect relationships that the Board determines in good faith would not be reasonably
likely to affect such director’s judgment; provided that any individual who is a member of the Board on the Effective Date, other than Mr. Arison and Mr. Zage, shall be considered an Independent Director. As used in the foregoing sentence,
“affiliate” shall have the meaning prescribed under Rule 405 of the Securities Act of 1933, as amended.
3
3. Continuation
Except as set forth herein, all of the terms and conditions set forth in the Offer Letter, including any exhibits, are unchanged and shall remain in
full force and effect and are hereby ratified and confirmed by the Parties hereto. If any provision of this Amendment or any exhibit thereto is inconsistent with the Offer Letter, the Parties intend that the terms of this Amendment shall control
solely to the extent required to make the Offer Letter consistent with this Amendment. Nothing herein shall alter the at-will nature of Executive’s employment.
4. Construction of Terms
This Amendment constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes any other
agreements or promises made to Executive by anyone with respect to this subject matter, whether oral or written. No modification to this Amendment shall be valid unless in writing and signed by the Parties hereto.
5. Governing Law
This Amendment shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.
6. Counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, with the same force and effectiveness
as though executed in a single document.
7. Effective Date
The terms and conditions set forth in this Amendment shall be effective as of the Effective Date.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
| GRINDR LLC |
EXECUTIVE | |||
| By: | /s/ George Arison | By: | /s/ John North |
|
| Name: | George Arison | Name: | John North | |
| Title: | Chief Executive Officer | |||
[Signature Page to Amendment]
Exhibit A
Modified Market Cap PSU Arrangement (John North)
Subject to approval by the Board of Directors (the “Board”) of
Grindr Inc. (the “Company”) in coordination with the Compensation Committee thereof (the “Committee”), John North (the “Executive”) shall be eligible to receive an award of
performance-based RSUs under the Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) representing a right to acquire up to
$19,100,000 in shares of Company common stock upon the satisfaction of a performance condition pursuant to the terms and conditions set forth below (the “PSU
Arrangement”). The PSU Arrangement as set forth herein supersedes and replaces in its entirety the existing market capitalization equity award arrangement with the Executive that was previously approved by the Committee, as set forth in
the Offer Letter. The RSUs contemplated by the PSU Arrangement shall be awarded as follows:
| • |
On the first occasion (if any) on or after April 1, 2026 that (a) the Average Market Capitalization (as defined below) exceeds $5 billion, (b) the average VWAP (as
defined below) equals or exceeds $26 over a period of 15 consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA (as defined below) equals or exceeds $275 million
(each of (a), (b), and (c), a “First Performance Condition” and the earliest date on which one of the First Performance Conditions occurs,
the “First Performance Date”), and:
|
| o |
before July 1, 2026, the Executive shall be granted a number of RSUs equal to (i) $300,000 divided by (ii) the average VWAP for the 90 trading days preceding the
First Performance Date, with such number of RSUs rounded down to the nearest whole unit; or
|
| o |
on or after July 1, 2026 and on or prior to December 31, 2027, the Executive shall be granted a number of RSUs equal to (i) $600,000 divided by (ii) the average VWAP
for the 90 trading days preceding the First Performance Date, with such number of RSUs rounded down to the nearest whole unit.
|
| • |
On the first occasion (if any) on or after July 1, 2027 and on or prior to March 31, 2029 that (a) the Average Market Capitalization exceeds $7.5 billion, (b) the
average VWAP equals or exceeds $39 over a period of 15 consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA equals or exceeds $412 million (each of (a), (b),
and (c), a “Second Performance Condition” and the earliest date on which one of the Second Performance Conditions occurs, the “Second Performance Date”) , the Executive shall be granted a number of RSUs equal to (i) $7,500,000 divided by (ii) the average VWAP for the
90 trading days preceding the Second Performance Date, with such number of RSUs rounded down to the nearest whole unit.
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| • |
On the first occasion (if any) on or after July 1, 2027 and on or prior to December 31, 2030 that (a) the Average Market Capitalization exceeds $10 billion, (b) the
average VWAP equals or exceeds $52 over a period of 15 consecutive trading days (as adjusted for any stock splits, stock dividends, recapitalizations or similar events), or (c) TTM EBITDA equals or exceeds $550 million (each of (a), (b),
and (c), a “Third Performance Condition” and the earliest date on which one of the Third Performance Conditions occurs, the “Third Performance Date”), the Executive shall be granted a number of RSUs equal to (i) $11,000,000 divided by (ii) the average VWAP for the 90
trading days preceding the Third Performance Date, with such number of RSUs rounded down to the nearest whole unit.
|
1
If any RSUs pursuant to the PSU Arrangement are granted, subject to Executive’s Continuous Service (as defined in the 2022 Plan) with the Company through such date,
such RSUs shall be fully vested on the grant date. The terms of the RSUs granted pursuant to the PSU Arrangement shall be governed by the 2022 Plan and an applicable award agreement, which Executive is required to sign in order to receive such
RSUs. In all such cases, the grant and vesting of the RSUs pursuant to the PSU Arrangement (or portion thereof) shall be subject to Executive’s Continuous Service with the Company through the applicable grant date or vesting date, respectively.
Notwithstanding anything to the contrary herein, immediately prior to, and contingent upon, the consummation of a Change in Control (as defined in the 2022 Plan), the
Executive shall be granted a number of fully vested RSUs, subject to the Executive’s Continuous Service to the Company through immediately prior to the consummation of such Change in Control, equal to:
| • |
If the Change in Control is consummated between April 1, 2026 and June 30, 2026 (inclusive): (a) $300,000 divided by (b) the CIC Per Share Consideration (with such
number of RSUs rounded down to the nearest whole unit) if and only if both (i) the CIC Price exceeds $5 billion and (ii) the First Performance Condition has not been previously met (for clarity, the number of RSUs calculated under this
bullet will be equal to zero if the conditions in both clauses (i) and (ii) of this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs calculated
under this bullet will be equal to zero);
|
| • |
If the Change in Control is consummated on or after July 1, 2026 and on or prior to December 31, 2027: (a) $600,000 divided by (b) the CIC Per Share Consideration
(with such number of RSUs rounded down to the nearest whole unit) if and only if both (i) the CIC Price exceeds $5 billion and (ii) the First Performance Condition has not been previously met (for clarity, the number of RSUs calculated
under this bullet will be equal to zero if the conditions in both clauses (i) and (ii) of this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs
calculated under this bullet will be equal to zero);
|
| • |
If the Change in Control is consummated on or after July 1, 2027 and on or prior to March 31, 2029: (a) $7,500,000 divided by (b) the CIC Per Share Consideration
(with such number of RSUs rounded down to the nearest whole unit) if and only if both (i) the CIC Price exceeds $7.5 billion and (ii) the Second Performance Condition has not been previously met (for clarity, the number of RSUs calculated
under this bullet will be equal to zero if the conditions in both clauses (i) and (ii) of this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs
calculated under this bullet will be equal to zero); and
|
| • |
If the Change in Control is consummated on or after July 1, 2027 and on or prior to December 31, 2030: (a) $11,000,000 divided by (b) the CIC Per Share Consideration (with such number of RSUs
rounded down to the nearest whole unit) if and only if both (i) the CIC Price exceeds $10 billion and (ii) the Third Performance Condition has not been previously met (for clarity, the number of RSUs calculated under this bullet will be
equal to zero if the conditions in both clauses (i) and (ii) of this bullet are not met; further, if there is no consideration payable to shareholders in connection with the Change in Control, the number of RSUs calculated under this bullet
will be equal to zero).
|
For purposes of the PSU Arrangement:
| • |
“Average Market Capitalization” shall mean the daily average of
the Company’s Market Capitalization for the 90 trading days preceding a given day.
|
2
| • |
“CIC Per Share Consideration” shall mean the consideration
payable for one share of the Company’s common stock (including the present value of any non-cash or contingent consideration payable for one share of Company common stock) by the acquirer (or its parent) in connection with the Change in
Control.
|
| • |
“CIC Price” shall mean an amount equal to (x) CIC Per Share
Consideration, multiplied by (y) the number of fully diluted shares of common stock of the Company as of immediately prior to the consummation of the Change in Control (which shall be calculated consistent with the applicable definition or
formula used in the definitive agreement evidencing the Change in Control to calculate the number of fully diluted shares of common stock of the Company as of immediately prior to the Change in Control).
|
| • |
“Market Capitalization” shall mean (a) the VWAP on a given day
multiplied by (b) the number of issued and outstanding shares of the Company’s common stock on such day.
|
| • |
“TTM EBITDA” shall mean the Company’s Adjusted EBITDA as
reported in the Company’s filings with the Securities and Exchange Commission for the four fiscal quarters preceding and including the most recently completed fiscal quarter of the Company prior to the determination date (with the day of
any filings with the Securities and Exchange Commission in which Grindr’s Adjusted EBITDA is reported constituting a determination date).
|
| • |
“VWAP” shall mean, for any given date, the per-share
volume-weighted average price (determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours) of a share of the Company’s common stock, as determined by the Company based on a
reputable third-party source.
|
3
Exhibit B
Go-Forward North KPI Arrangement
|
KPI Awards
|
|
Effect on Offer Letter KPI Language
|
For the avoidance of doubt, the key performance indicator (“KPI”)
awards (“KPI Awards”) arrangement for John North described in this Exhibit supersedes and replaces in its entirety the KPI arrangement set
forth in the Offer Letter.
|
||
|
Award Vehicle
|
KPI Awards will be granted in the form of RSUs and may be paid out in the form of cash or shares of the common stock of Grindr Inc. (the “Company”) (“Common Stock”) as determined by the Company.
|
||
|
KPI Terms
|
• The Board of Directors of the Company (the “Board”) (or a committee thereof) and Mr. North shall agree upon, and reduce
to writing, annual KPIs (a) as soon as practicable after January 1, 2026; and (b) annually thereafter, as soon as practicable after the start of each calendar year and in no event later than the end of the first quarter of the
applicable calendar year.
• Absent such written agreement on KPIs, the KPIs shall be determined by the Board (or a committee thereof) in its sole and absolute discretion. The Board shall determine such KPIs and grant such KPI Awards no later than the
end of the first quarter of the applicable calendar year.
• The target number of RSUs that could be earned, based on performance, with respect to a KPI Award will be determined by dividing a value ranging from $500,000 to $700,000 (in each case such amount within that range as
determined by the Board, or a committee thereof, in its or their sole and absolute discretion) by the average VWAP of the Common Stock for the 90 trading days preceding the grant date, rounded down to the nearest whole number (the “Target KPI RSUs”). The number of RSUs actually earned, if any, with respect to a KPI Award may be less than 100%, including 0%, of the
Target KPI RSUs, for performance below the target performance level applicable to the KPIs, 100% of the Target KPI RSUs, for performance at the target performance level applicable to the KPIs, or greater than 100% of the Target KPI
RSUs, for performance at the maximum performance level applicable to the KPIs, in each case as determined by the Board (or a committee thereof) in their sole and absolute discretion. The Board (or a committee thereof) in its sole and
absolute discretion may also determine to apply one or more multipliers to any earned KPIs based on factors determined by the Board (or a committee thereof).
|
||
1
|
Satisfaction of KPIs
|
The Board or the Compensation Committee thereof (the “Committee”) shall determine the
extent to which the KPIs for a given year have been satisfied in its or their sole and absolute discretion by no later than March 15 after the end of the applicable year (the date of such determination, the “Certification Date”). Except as otherwise provided in the Offer Letter, the vesting of any KPI Awards is subject to Mr. North’s Continuous Service (as defined in the 2022 Plan)
through the Certification Date.
|
||
|
VWAP
|
means, for any given date, the per-share volume-weighted average price (determined without regard to after-hours trading or any other trading outside of the regular trading
session trading hours) of a share of Common Stock, as determined by the Company based on a reputable third-party source.
|
2