Vertex, Inc 8-K, filed Oct 21, 2025
Vertex, Inc. (VERX)
About this 8-K
Vertex, Inc filed this 8-K on October 21, 2025, reporting on events of October 20, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, include 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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each
exchange on which registered | ||
| The |
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. ¨
Item 2.02. Results of Operations and Financial Condition.
On October 21, 2025, Vertex, Inc. (the “Company”) issued a press release announcing certain preliminary results for the three months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2025, the Company announced that David DeStefano, the Company’s Chief Executive Officer, President and Chairperson of the board of directors of the Company (the “Board”), will retire as an executive officer of the Company effective as of November 10, 2025 (the “Retirement Date”). In connection with his retirement, Mr. DeStefano entered into a Retirement Agreement and Release with the Company (the “Retirement Agreement”), pursuant to which he will continue to advise the Company’s management team and perform such other services as may be reasonably requested from time to time by the Chief Executive Officer of the Company until December 31, 2025. The Company may extend the consulting period for additional one-month periods but not beyond March 31, 2026. Mr. DeStefano will remain as Chairperson of the Board. Pursuant to the Retirement Agreement, the Company will pay Mr. DeStefano a fee equal to $235,000 for the consulting services through December 31, 2025. If the Company extends the consulting period beyond December 31, 2025, the monthly fee will be equal to $50,000. Mr. DeStefano will remain eligible for his annual bonus for 2025, and his outstanding restricted stock units will continue to vest while he provides the consulting services and while he serves on the Board.
Mr. DeStefano executed a general release and waiver of claims against the Company. Mr. DeStefano continues to be bound by the confidentiality and restrictive covenant provisions set forth in his Executive Employment Agreement with the Company, dated July 6, 2020, which provides for non-competition and non-solicitation restrictions for two years following the Retirement Date and restrictions on the disclosure and use of confidential information at any time following the Retirement Date.
In connection with Mr. DeStefano’s retirement, the Board appointed Christopher Young as Chief Executive Officer, President and a Class III director of the Company effective as of November 10, 2025 (the “Commencement Date”). Prior to joining the Company, Mr. Young, age 53, served as Executive Vice President – Business Development, Strategy and Ventures of Microsoft Corp. from 2020-2025. He is currently a member of the board of directors for QUALCOMM Incorporated and American Express Company. From 2017 to 2020, he was the CEO of McAfee, LLC, one of the world’s leading independent cybersecurity companies. Mr. Young received his Bachelor of Arts from Princeton University and his Master of Business Administration from Harvard University.
Mr. Young entered into an employment agreement with the Company on October 20, 2025 (the “Employment Agreement”), that sets forth the terms of his employment. Under the Employment Agreement, Mr. Young is entitled to the following: (i) annual base salary of $700,000, (ii) a restricted stock unit grant covering a number of shares of our common stock with a fair market value of $25,000,000 at grant, subject to vesting as described below (the “RSUs”), (iii) a signing bonus of $500,000, subject to repayment as described below (the “Signing Bonus”), (iv) eligibility to earn discretionary bonuses under our annual cash bonus plans, with a target annual bonus equal to 100% of his base salary beginning with our 2026 fiscal year, (v) eligibility for future equity incentive awards in the Board’s sole discretion, (vi) reimbursement for attorney’s fees associated with the negotiation of the Employment Agreement, not to exceed $25,000, and (vii) severance in connection with a qualifying termination of employment, as described below.
If Mr. Young terminates his employment for any reason other than good reason or the Company terminates his employment for cause within two years of the Commencement Date, he must repay his Signing Bonus within 15 days of his termination. Mr. Young will not receive an annual bonus for the 2025 fiscal year.
The RSUs represent Mr. Young’s sign-on grant and his annual award for 2026. The RSUs will be granted on the first trading day of the month following the Commencement Date, pursuant to the Company’s 2020 Incentive Award Plan (the “Plan”) and its standard form of award agreement. The RSUs will vest over four years in four equal installments on each anniversary of the Commencement Date, subject to Mr. Young’s continued employment with the Company through each vesting date. The RSUs and all other outstanding unvested stock awards held by Mr. Young will vest in full immediately prior to a Change in Control (as defined in the Plan) (or other event pursuant to which the Company has reserved the right to terminate outstanding stock awards) if the acquiror or surviving entity does not continue, assume, or substitute outstanding stock awards with awards having substantially equivalent economic value and terms and conditions.
The initial term of the Employment Agreement is three years and automatically renews for successive two-year periods, unless 60 days’ prior notice of non-renewal is given by either party. Mr. Young is entitled to 30 days’ notice, or pay in lieu of notice, in the event we terminate his employment for any reason other than cause. If we terminate Mr. Young’s employment without cause, he resigns for good reason, or his employment terminates due to our non-renewal of the Employment Agreement (a “Qualifying Termination”), subject to Mr. Young timely executing a release of claims, he is entitled to receive base salary continuation for 24 months. Mr. Young is also entitled to monthly cash payments equal to the premiums for continued health coverage for up to 24 months, but this entitlement will cease if Mr. Young becomes eligible for health insurance coverage from a new employer. For the first 18 months the Company may pay the premiums for continued health coverage directly.
If a Qualifying Termination occurs outside of the period commencing three months prior to a Change in Control and ending 18 months following the consummation of a Change in Control (the “Change in Control Period”), the vesting of Mr. Young’s RSUs and any other outstanding stock awards will be determined as if he had remained employed for an additional 18 months following his date of termination. If a Qualifying Termination occurs during the Change in Control Period or Mr. Young dies or becomes disabled following a Change in Control, subject to Mr. Young timely executing a release of claims, any time-based stock awards held by Mr. Young (including the RSUs) will vest in full immediately prior to the effective date of such termination of employment or, if later, immediately prior to the Change in Control.
Mr. Young’s severance payments and benefits are subject to his continued compliance with certain restrictive covenants and confidentiality obligations described below. In the event of a material breach of such covenants, subject to certain notice and cure rights, Mr. Young’s right to receive any of the severance payments or benefits described above will cease.
Pursuant to the Employment Agreement, Mr. Young has agreed to refrain from competing with us or soliciting our employees, customers, clients or prospects, in each case, while employed and following termination of employment for a period of 24 months. During the restricted period, Mr. Young is also obligated to disclose to us certain business opportunities that relate to the business of the Company, its subsidiaries or affiliates. Mr. Young is also bound by certain confidentiality and assignment of inventions obligations.
There were no arrangements or understandings between Mr. Young and any other persons pursuant to which he was selected as an officer, nor does Mr. Young have any family relationships among any of the Company’s directors or executive officers, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Young and the Company required to be disclosed herein.
The above descriptions of the Retirement Agreement and the Employment Agreement are qualified in their entirety by the full text of such agreements, which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Retirement Agreement and Release between David DeStefano and the Company, dated October 20, 2025. | |
| 10.2 | Employment Agreement between Christopher Young and the Company, dated October 20 2025. | |
| 99.1 | Press Release issued by the Company, dated October 21, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| VERTEX, INC. | ||
| Date: October 21, 2025 | By: |
/s/ Bryan Rowland |
| Name: | Bryan Rowland | |
| Title: | General Counsel and Secretary | |
Exhibit 10.1
RETIREMENT AGREEMENT AND RELEASE
This Retirement Agreement and Release (“Agreement”) is entered into by and between Vertex, Inc., a Delaware corporation (the “Company”) and David DeStefano (hereinafter referred to as “you,” or “your”), concerning your retirement and separation from employment on November 10, 2025 (the “Retirement Date”).
WHEREAS, you have been employed by the Company as Chief Executive Officer and President, pursuant to an Executive Employment Agreement, made as of July 6, 2020 (“Employment Agreement”);
WHEREAS, you have notified the Company of your retirement as Chief Executive Officer and President, effective as of the Retirement Date, and the parties hereto have agreed that you will be entitled to receive the Fee set forth in paragraph 3, provided you first sign (and do not revoke) this Agreement, are otherwise in compliance with your post-termination obligations under the Employment Agreement, and you provide the Consulting Services (defined below);
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and promises hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Termination of Employment. You understand and agree that your employment with the Company and any affiliates, including any positions on any Company subsidiary boards and committees, will terminate effective the Retirement Date, and such termination shall be deemed a resignation effective the Retirement Date from each position you hold as an officer or director of the Company and any subsidiary or affiliate of the Company; provided, however, your position on the Board and any committee thereof will not end on the Retirement Date. Provided that you do not revoke this Agreement under paragraph 6(e) and you remain in compliance with paragraph 15, you will remain eligible to receive your annual bonus for 2025.
2. Post-Employment Consulting. You agree to provide reasonable transitional consulting services to the Company as may be reasonably requested by the Board or the Chief Executive Officer of the Company from time to time (the “Consulting Services”) during the period commencing immediately after the Retirement Date and ending on December 31, 2025 (the “Consulting Period”), unless terminated earlier in accordance with this paragraph 2. The Company may extend the Consulting Period for an additional month by giving you written notice seven (7) days prior to the end of the current Consulting Period. The Company will not extend the Consulting Period beyond March 31, 2026. The Company may, without prejudice to any right or remedy it may have due to your failure to perform your obligations under this Agreement, terminate the Consulting Period at any time effective immediately upon written notice to you with or without cause. You may terminate the Consulting Period for convenience on 15 days’ prior written notice to the Company.
3. Consulting Fee. During the Consulting Period, provided that you do not revoke this Agreement under paragraph 6(e) and you remain in compliance with paragraph 15, the Company agrees to pay you $235,000 for the period ending on December 31, 2025, payable in arrears, during the Consulting Period (the “Fee”). If the Consulting Period is extended beyond December 31, 2025, the Fee will be $50,000 per month. For the avoidance of doubt, you shall not be entitled to any severance payments or benefits under the Employment Agreement upon the termination of your employment or consultancy. It is hereby expressly understood and agreed by you and the Company that you shall be an independent contractor (and not an employee) during the Consulting Period, and you shall receive no Company-sponsored benefits from the Company or its affiliates either as an independent contractor or employee during the Consulting Period with respect to the Consulting Services. You acknowledge and agree that you will receive no additional payments or benefits as a result of your separation from employment or during the Consulting Period other than as set forth herein or as required by law; provided, that, for the avoidance of doubt you will continue to vest in your Restricted Stock Units previously granted to you by the Company while you provide Consulting Services and while you serve on the Board, subject to the terms of such Restricted Stock Units.
4. Release. In exchange for the promises herein which you acknowledge as good and valuable consideration, and except as provided in paragraph 5, you release and discharge the Company and its past, present and future parents, divisions, subsidiaries, and affiliates, predecessors, successors and assigns, and their past, present, and future officers, directors, members, partners, attorneys, employees, independent contractors, agents, clients, and representatives (“Released Parties”) from any and all actions, causes of action, debts, dues, claims and demands of every name and nature, without limitation, at law, in equity, or administrative, against the Released Parties which you may have had, now have, or may have, by reason of any matter or thing arising up to the date you execute this Agreement, including the ending of your employment. Those claims and causes of action from which you release the Released Parties include, but are not limited to, any known or unknown claim or action sounding in tort, contract, or discrimination of any kind, any claim arising under the Employment Agreement, and/or any cause of action arising under federal, state or local constitution, statute or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (“ADEA”) (including the Older Worker Benefit Protection Act (“OWBPA”)), as amended, the Americans With Disabilities Act, as amended, the Employee Retirement Income Security Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Sarbanes Oxley Act of 2002, as amended, the Pennsylvania Human Relations Act, as amended, the Pennsylvania Equal Pay Law, as amended, the Pennsylvania Wage Payment and Collection Law, as amended, the Pennsylvania Minimum Wage Act, as amended, and any other employee-protective law of any jurisdiction that may apply, and/or any claim for attorneys’ fees or costs, whether presently accrued, accruing to, or to accrue to you on account of, arising out of, or in any way connected with any acts or activities by you or the Released Parties arising up to the date you execute this Agreement. You expressly acknowledge that no claim or cause of action against the Released Parties from the beginning of time to the date you execute this Agreement (other than as provided in paragraph 5) shall be deemed to be outside the scope of this Agreement whether mentioned herein or not. You agree that this release should be interpreted as broadly as possible to achieve your intention to waive, to the maximum extent permitted by law, any and all claims against the Released Parties. Excluded from the release set forth in this paragraph is any claim which cannot be waived as a matter of law and your right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law.
5. Rights and Claims Preserved. Notwithstanding the generality of paragraph 4, you do not release any claims that cannot be released as a matter of law including, without limitation, (i) your right to file for unemployment insurance benefits or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) your right to file claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) your right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board, Mine Safety and Health Administration, Securities and Exchange Commission, or other federal, state or local administrative agency charged with enforcement of any law, or any other federal, state or local government agency, or to cooperate with or participate in any investigation conducted by such agency; provided, however, that you hereby release your right to receive damages in any such proceeding brought by you or on your behalf; (iv) your right to communicate directly with the Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or similar agency, or to cooperate with or participate in any investigation by such agency; or (v) your right to make any disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, you do not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Further, for the avoidance of doubt, nothing herein shall restrict you from challenging the knowing and voluntary nature of this Agreement under the ADEA, as amended by the OWBPA, before a court of competent jurisdiction or the EEOC; provided, however, nothing herein shall limit such court’s or the EEOC’s ability to offset any money awarded to you upon such a challenge by the amount of consideration received under this Agreement under paragraph 1. Further, nothing in this Agreement prohibits you from seeking or obtaining a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
- 2 -
6. OWBPA. The release in paragraph 4 of this Agreement includes a waiver of claims against the Released Parties under the ADEA and the OWBPA. Therefore, pursuant to the requirements of the ADEA and the OWBPA, you specifically acknowledge that:
| a. | you are and have been advised to consult with an attorney of your choosing concerning the legal significance of this Agreement; |
| b. | this Agreement is written in a manner you understand; |
| c. | the consideration set forth in paragraph 1 of the Agreement is adequate and sufficient for your entering into this Agreement and consists of benefits to which you are not otherwise entitled; |
| d. | you have been afforded twenty-one (21) days to consider this Agreement before signing it, although you may sign it at any time within those 21 days, and that any changes to this Agreement subsequently agreed upon by the parties, whether material or immaterial, do not restart this period for consideration; and |
| e. | you have been advised that during the seven (7) day period after you sign the Agreement, you may revoke your acceptance of this Agreement by delivering written notice to Bryan Rowland at Bryan.Rowland@Vertexinc.com, and that this Agreement shall not become effective or enforceable until after the revocation period has expired. |
7. No Admission of Wrongdoing. The Company denies any wrongdoing whatsoever in connection with its dealings with you, including but not limited to your employment and termination. It is expressly understood and agreed that nothing contained in this Agreement shall constitute or be treated as an admission of any wrongdoing or liability on the part of the Company.
8. Non-Disclosure. The parties understand and agree that this Agreement, and the matters discussed in negotiating its terms, are entirely confidential. It is therefore expressly understood and agreed that neither party will reveal, discuss, publish or in any way communicate any of the terms, amount or fact of this Agreement to any person, organization or other entity, with the exception of your immediate family members and professional representatives, or, with respect to the Company, with the exception of its professional representatives or as otherwise consistent with business need or necessity, or with respect to both parties, in an action to enforce the Agreement’s terms, unless required by subpoena or court order.
9. Non-Disparagement. You agree that you will not disparage any of the Released Parties or make or publish any communication that reflects adversely upon any of them, consistent with paragraph 2(d) of the Employment Agreement.
- 3 -
10. No Filing of Claims. You represent that you have not filed, and to the maximum extent permitted by law and except as provided in paragraph 5, you agree that you will not file, any charge, complaint, lawsuit or claim (collectively, “Claim”) with any administrative agency, federal, state or local court (collectively, “Agency”) related in any way to your employment or the separation of your employment with the Company. Except as provided in paragraph 5, you further agree that you will not accept, and will not be entitled to retain, any judgment, award, settlement or other payment or other relief resulting from, or related to, any Claim filed with any Agency related in any way to your employment with the Company or the termination of your employment. Nothing in this Agreement prevents you from filing for a state claim of unemployment compensation should you choose to do so.
11. No Voluntary Cooperation. Except as provided in paragraph 5, and/or unless required to do so by court order or subpoena, you agree that you will not (i) voluntarily make statements, take action, or give testimony adverse or detrimental to the interests of the Company; or (ii) aid or assist in any manner the efforts of any third party to sue or prosecute a claim against the Company. Should you ever be required to give testimony concerning any matter related to your employment with the Company, you agree to provide notice of such compulsory process to the Company’s General Counsel within two (2) business days of its receipt so that the Company may take appropriate measures to quash or otherwise defend its interests.
12. Cooperation with the Company. Upon request of the Company, you agree to fully cooperate with the Company and to provide information and/or testimony regarding any current or future litigation arising from actions or events occurring during your employment with the Company.
13. Reemployment. You agree that you will not seek reemployment with the Company or any current or future parent, subsidiary, or affiliate, except at the request of the Company.
14. Return of Company Property. You agree that, as a condition precedent to receiving any payment under this Agreement, you will by the Retirement Date return all property belonging to the Company, including, but not limited to, corporate credit cards; keys and access cards; documents; tapes; cell phones; computers, laptops, iPhone and other computer equipment and software; and any and all confidential and proprietary information.
15. Continuing Obligations. You acknowledge that you remain bound by and affirm that you will comply with all continuing obligations under the Employment Agreement, including, but not limited to, those set forth in paragraphs 6 and 7 thereof (pertaining to non-competition, non-solicitation, and confidentiality), and that such compliance is a condition of receipt of the Fee. You affirm that you have not violated the terms of the Employment Agreement during your employment with the Company.
16. Attorneys’ Fees and Jury Waiver. The prevailing party in an action for breach of this Agreement (except for a lawsuit covered by paragraph 5) will have its reasonable costs and attorneys’ fees paid for by the party found to have breached. You and the Company hereby waive trial by jury as to any and all litigation arising out of and/or relating to this Agreement.
17. Arbitration. Any dispute, controversy, or difference arising out of, or related to, this Agreement or your employment with the Company shall be resolved by binding arbitration pursuant to paragraph 10 of the Employment Agreement.
18. Certification of Understanding and Competence. You acknowledge and agree that (a) you have read this Agreement in its entirety; (b) you are competent to understand, and do understand, the content and effect of this Agreement; (c) by entering into this Agreement, you are releasing forever the Released Parties from any claim or liability (including claims for attorney’s fees and costs) arising from your employment with the Company; (d) you are entering this Agreement of your own free will in exchange for the consideration herein, which you agree is adequate and satisfactory; and (e) neither the Company nor the Released Parties have made any representations to you concerning the terms or effect of this Agreement, other than those contained in the Agreement.
- 4 -
19. Acknowledgments. You acknowledge and agree that (a) except for amounts due under paragraph 2(b)(v) of the Employment Agreement, you are not owed any wages by the Company for work performed, whether as wages or salary, overtime, bonuses or commissions, or for accrued but unused paid time off, and that you have been fully compensated for all hours worked; (b) you are not aware of any factual basis for a claim that the Company has defrauded the government of the United States or any state; (c) you have incurred no work related injuries; (d) you have received all family or medical leave to which you were entitled under the law; and (e) you have been and hereby are advised to consult with legal counsel of your choice prior to execution and delivery of this Agreement, and that you have done so or voluntarily elected not to do so.
20. Ownership of Claims. You represent and warrant that you are the sole and lawful owner of all rights, title and interest in and to all released matters, claims and demands referred to herein. You further represent and warrant that there has been no assignment or other transfer of any interest in any such matters, claims or demands which you may have against the Released Parties.
21. Counterparts. This Agreement may be executed in separate counterparts and by facsimile, and each such counterpart shall be deemed an original with the same effect as if all parties had signed the same document.
22. No Other Understandings. This Agreement, consisting of six (6) pages, together with the relevant portions of the Employment Agreement, constitutes the entire Agreement between the parties with respect to its subject matter, and is binding upon and shall inure to the benefit of the parties and their respective heirs, executors, administrators, personal or legal representatives, successors and/or assigns. This Agreement may be amended only by a written agreement signed by you and the Company.
23. Headings. The headings in this Agreement are for convenience only and are not to be considered a construction of the provisions hereof.
24. Severability and Governing Law. If any provision of this Agreement is found to be invalid, unenforceable or void for any reason, such provision shall be severed from the Agreement and shall not affect the validity or enforceability of the remaining provisions. This Agreement shall be interpreted, enforced and governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions thereof.
25. Acceptance of Agreement. As provided in paragraph 6(d), the Company is providing you 21 days to consider whether to accept this Agreement (although you may accept it at any time within those 21 days), after which time the offer expires and is withdrawn if you have not yet accepted it. To accept the Agreement, you must sign below and send it to Bryan Rowland at Bryan.Rowland@Vertexinc.com.
- 5 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year listed below.
| Dated: | October 20, 2025 | /s/ David DeStefano | |
| David DeStefano | |||
| Dated: | October 20, 2025 | /s/ Bryan Rowland | |
| Bryan Rowland | |||
| Senior Vice President, General Counsel | |||
| Vertex, Inc. | |||
- 6 -
Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of October 20, 2025 by and between VERTEX, INC., a Delaware corporation (“Company”), with offices at 2301 Renaissance Boulevard, King of Prussia, PA 19406, and Christopher D. Young (“Executive”).
Recital
WHEREAS, Executive and the Company desire to enter into this Agreement to set out the terms and conditions for the employment relationship of Executive with the Company commencing as of November 10, 2025 (the “Commencement Date”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:
1. Employment and Duties.
(a) Upon the Commencement Date, the Company shall employ Executive in the position of President and Chief Executive Officer of the Company reporting to the Board of Directors of the Company (“Board”). Executive shall perform duties incident to this position, as well as any other duties that may be assigned to Executive from time to time by the Board that are not inconsistent with service as an officer of the Company, including duties for any Company subsidiary or affiliate. Executive shall abide by the Company’s Code of Ethics and Business Conduct (“Code of Conduct”), policies, practices, procedures, and rules.
(b) Upon the Commencement Date or soon after, Executive shall also serve as a member of the Board, subject to any required approvals, and provided Executive’s employment has not been earlier terminated in accordance with the provisions of this Agreement.
2. Term; Termination.
(a) The term of this Agreement will begin as of the Commencement Date and continue for three (3) years following the Commencement Date unless further extended as provided herein or sooner terminated as provided in Section 2(b) below (the “Employment Period”). The Employment Period shall be automatically extended for additional two (2) year periods unless either party has provided the other party with written notice of non-extension not less than sixty (60) days prior to the then current end of the Employment Period. If such notice of non-extension is timely given, the Employment Period shall not be further extended and Executive’s employment shall terminate, unless sooner terminated as provided in Section 2(b) below, at the end of business on the day that is the end of the Employment Period. Any relocation of Executive shall be mutually agreed to with the Company.
(b) During the Employment Period, Executive’s employment may be terminated hereunder as follows:
(i) Executive’s employment shall terminate automatically upon Executive’s death and may be terminated at any time, in the Company’s sole discretion, upon Executive’s “Disability.” For purposes of this Agreement, “Disability” shall mean that because of illness or injury Executive is unable to perform all of the essential functions of Executive’s position on a full-time basis with or without reasonable accommodation for a period of 120 consecutive days or in excess of 180 days in any one-year period.
(ii) The Company may terminate Executive’s employment for “Cause,” without advance notice and with no other continuing obligations of the Company to Executive, other than as set forth in Section 2(b)(v). For purposes of this Agreement, “Cause” shall mean (A) the commitment by Executive of a breach of a material term of this Agreement (including but not limited to Sections 6, 7, or 8 hereof); (B) Executive’s repeated failure to perform Executive’s material duties or obligations to the Company or any corporation or other legal entity of which the Company has at least 51% equity ownership (a “Subsidiary”); (C) Executive’s willful misconduct that is materially injurious to the Company or any Subsidiary; (D) act of dishonesty (other than immaterial or inadvertent misstatements or omissions), unethical, fraudulent or similar misconduct on the part of Executive in connection with Executive’s employment by, or performance of services for, the Company or any Subsidiary; (E) Executive’s use of non-prescription controlled substances, misuse of prescription drugs, or habitual intoxication due to alcohol or any non-prescription drugs or other substances during work hours; (F) Executive’s indictment for any felony, if in the Board’s reasonable determination such indictment has caused or is reasonably likely to cause material adverse consequences to the Company, its businesses or prospects, or Executive’s conviction (which includes a guilty plea or plea of nolo contendere) of a felony or any other crime involving fraud, dishonesty or moral turpitude; (G) Executive’s violation of any discrimination or sexual harassment policy of the Company or of any Subsidiary for which Executive performs services; or (H) Executive’s refusal to follow any directions of the Board that are reasonable, lawful and consistent with the Company’s Code of Conduct, policies, practices, procedures, and rules and consistent with the scope of Executive’s duties and responsibilities hereunder. Notwithstanding the foregoing, the parties agree that “Cause” not include any act of Executive covered by (A), (B), (G) or (H) of the foregoing sentence, that in the sole discretion of the Board, is capable of cure and is cured by Executive within (30) days after written notice by the Board thereof has been provided to Executive.
(iii) The Company may terminate Executive’s employment without Cause upon thirty (30) days’ written notice to Executive (or, at the Company's option, the Company may provide Executive a maximum of thirty (30) days’ pay in lieu of such notice). In the event of (x) any termination by the Company without Cause pursuant to this subparagraph 2(b)(iii), (y) any termination by Executive for Good Reason (as defined below) pursuant to subparagraph 2(b)(iv), or (z) any termination due to the expiration and non-renewal of the Employment Period by the Company, provided, in any case, Executive first signs a general separation agreement and release of claims against the Company, its Subsidiaries and affiliates, in form to be provided by the Company that is substantially similar to the sample form attached hereto as Appendix A (“Release”), and further provided that Executive remains in compliance with his continuing obligations under paragraphs 6 and 7 of this Agreement (provided Executive will not be considered non-compliant unless Executive has received written notice of such non-compliance and at least thirty (30) days to cure, if curable), Executive will be entitled to the following: (a) payment of Executive’s Base Salary under Section 3(a) at the rate in effect on the date of termination of employment for a period of twenty-four (24) months (the “Severance Period”); (b) if Executive timely elects continuation coverage under COBRA, payment of insurance premiums in order to continue Executive’s then-existing health insurance coverage for a period of eighteen (18) months, or, at the Company’s option, payment to Executive as additional severance pay in an amount equal to the premium payments for such continuation coverage; (c) payment to Executive as additional severance pay an amount equal to six (6) months of health insurance coverage premium payments (such monthly premium calculated in the same manner as calculated in clause 2(iii)(b)), which additional severance pay shall be paid ratably during the last six (6) months of the Severance Period; and (d) if such termination occurs at any time other than during the Change in Control Period (“Change in Control” as defined in the Vertex Inc. 2020 Incentive Award Plan, “Change in Control Period” as defined below), the vesting of the Restricted Stock Units (as defined below) and Executive’s other outstanding stock awards will be determined as if Executive had remained employed for an additional eighteen (18) months beyond Executive’s date of termination. The health insurance continuation (or equivalent payment as additional severance) under clauses 2(b)(iii)(b) and (c) shall be at the Company’s expense, but shall in all events terminate on the date Executive becomes eligible for health insurance coverage under the medical plan of a new employer.
- 2 -
In addition, if Executive resigns for Good Reason pursuant to subparagraph 2(b)(iv), is terminated without Cause pursuant to subparagraph 2(b)(ii) or is terminated due to the expiration and non-renewal of the Employment Period by the Company, in any case during the period commencing three (3) months prior to a Change in Control and ending eighteen (18) months following the consummation of a Change in Control (the “Change in Control Period”), or in the event that Executive dies or becomes Disabled following a Change in Control, then, subject to the conditions set forth in Section 2(b)(iii) (including the Release requirement), any time-based stock award (including but not limited to the Restricted Stock Units) that is held by Executive will accelerate and become vested in full as of immediately prior to the effective date of such termination or resignation, or, if later, immediately prior to the Change in Control.
(iv) Executive may terminate Executive's employment for any reason or no reason upon at least forty-five (45) days’ written notice to the Company; provided, however, that following such notice of termination, the Company may, at its option, select a shorter notice period and earlier termination date than Executive provided, without incurring liability hereunder or changing the nature of Executive’s termination. Executive may also terminate his employment for “Good Reason” as specified below. For purposes of this Agreement, “Good Reason” shall mean any action taken by the Company that causes (i) a material breach of this Agreement, (ii) the material diminution of Executive’s title, responsibilities, authority, or duties, (iii) a material decrease in Executive’s total target cash compensation of more than fifteen percent (15%) as an employee of the Company, except to the extent that the Company implements an equal percentage reduction applicable to all executive officers and senior management personnel; (iv) a Company change in the principal employment location not otherwise agreed to by Executive at which Executive must perform services which results in an increase in his one-way commute by more than twenty five (25) miles; or (v) a successor of the Company in a Change in Control or other such corporate transaction does not assume this Agreement. Before resigning for Good Reason, Executive shall provide written notice to the Company of the ground giving rise to Good Reason. The notice shall be provided within ninety (90) days of the occurrence of the event giving rise to Good Reason. The Company shall then have thirty (30) days within which to cure such event. If the Company fails to cure, Executive shall have the right to resign for Good Reason, provided the resignation occurs no later than one hundred and twenty (120) days from the date of the occurrence of the event giving rise to Good Reason.
(v) Except as provided in subparagraph 2(b)(iii)in the event of termination of employment for any reason , Executive (or Executive’s estate, as applicable) shall be entitled to no payments or benefits following the date of termination other than payment of (i) accrued but unpaid Base Salary and annual bonus earned per Company policy (i.e., for a performance period that ended prior to the date of termination) through the termination date; (ii) expenses reimbursable under Section 5 incurred but not yet reimbursed to Executive prior to the termination date; and (iii) any vested benefits or amounts through the date of termination due and owing to Executive under the terms of any plan, program, or arrangement of the Company, less any undisputed amounts then owed by Executive to the Company. For the avoidance of doubt, if Executive’s employment shall terminate as a result of Executive’s death or Disability pursuant to Section 2(b)(i), pursuant to Section 2(b)(ii) for Cause, or pursuant to Section 2(b)(iv) for Executive’s resignation from the Company without Good Reason or for no reason, including due to the expiration and non-renewal of the Employment Period by Executive, then Executive shall not be entitled to any payments or benefits, except for those payments and benefits provided in clauses (i), (ii) and (iii) of this Section 2(b)(v).
- 3 -
(c) Amounts payable under this Agreement that are subject to Executive’s execution of the Release shall commence on the sixtieth day after Executive’s separation from service. Executive shall not be entitled to any such payments unless Executive executes the Release within forty-five days of the later of the date Executive receives the Release or Executive’s separation from service, and does not revoke the Release; provided, however, that in no event shall the Company provide such Release to Executive later than five (5) business days after Executive’s separation from service. Any amounts payable under this Agreement as an uninterrupted continuation of Executive’s base salary or health insurance coverage that are delayed pending Executive’s execution of a Release shall be paid in an aggregate lump sum upon such sixtieth day; provided, however, that Executive shall be responsible for paying any premiums that are due and necessary for the continuation of Executive’s health insurance coverage prior to such sixtieth day, subject to reimbursement of such amounts to Executive by the Company upon the lapse of such sixty-day period. In the event Executive commits a material breach of Section 6 or Section 7 that (to the extent curable) is not cured by Executive within thirty (30) days after notice by the Board thereof to Executive, then, without limiting the availability to the Company of any other relief or remedy, Executive shall no longer be entitled to any severance compensation or benefits provided for above in subparagraph 2(b)(iii) that have not yet been paid.
(d) Prior to and following any termination of employment, (i) Executive shall not disparage the professional or personal reputation of the Company, its Subsidiaries and affiliates or any of their officers, shareholders, directors, management, or employees or any products or services of the Company, its Subsidiaries and affiliates (other than good faith statements made in the performance of his duties during his employment); and (ii) the Board shall not disparage the professional or personal reputation of Executive (other than good faith statements made during his employment). Nothing in this paragraph shall preclude any party from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to defend or enforce a party’s rights under this Agreement.
(e) In event of termination of Executive’s employment for any reason (including due to expiration and non-renewal of the Employment Period), Executive shall be deemed to have resigned from each position he holds as an officer or director of the Company and any Subsidiary or affiliate of the Company effective as of no later than the termination date.
3. Compensation.
(a) Salary. Beginning on the Commencement Date, Executive’s annual base salary (“Base Salary”) shall be seven hundred thousand dollars ($700,000 USD), payable in accordance with the Company’s generally applicable payroll practices, pro-rated for partial periods of employment with the Company and subject to any payroll or other deductions required by law, government or court order, or by agreement with, or consent of, Executive. The Base Salary may be increased from time to time in the discretion of the Board.
(b) Restrictive Stock Units. On the first trading day of the month following the Commencement Date, subject to the provisions of the Vertex Inc. 2020 Incentive Award Plan (the “Plan”) and approval by the Board, the Company will grant Executive the equivalent value of $25,000,000 USD in restricted stock units as determined on the date of grant rounding down to the nearest whole share (the “Restricted Stock Units”) encompassing both a sign-on grant and an annual award for 2026. The Restricted Stock Units will vest over four years from the Commencement Date with 25% of the Restricted Stock Units vesting on each anniversary of the Commencement Date, subject to Executive’s continued employment with the Company through the applicable vesting date. The Restricted Stock Units will be subject to the terms of the Plan and the Company’s standard Restricted Stock Unit agreement. The Restricted Stock Units and all other outstanding stock awards then held by Executive (if not previously terminated) shall vest in full immediately prior to a Change in Control (or other event such as a “Corporate Transaction”) pursuant to which the Company has reserved the right to terminate such awards) if the acquiror or the surviving entity does not continue, assume, or substitute such awards with awards having substantially equivalent economic value and other substantially equivalent terms and conditions.
- 4 -
(c) Signing Bonus. Executive will receive a signing bonus in the amount of five hundred thousand dollars ($500,000 USD) (the “Signing Bonus”) on or within fifteen (15) days after the Commencement Date, subject to any tax withholding obligations. If, prior to the twenty-four (24) month anniversary of the Commencement Date, Executive terminates his employment with the Company for any reason other than for Good Reason, or if Executive is terminated by the Company for Cause pursuant to paragraph 2(b)(ii) of this Agreement, Executive shall repay to the Company the Signing Bonus within fifteen (15) days following such termination.
(d) Performance Assessments. Executive shall be provided an assessment of his performance from time to time. The parties intend for such assessments to be provided to Executive by the Board at least once a year beginning in calendar year 2026, and upon the reasonable request of Executive. The provision of such assessments shall not obligate the Board to increase any compensation or benefits to Executive under this Agreement.
(e) Incentive Compensation. During the Employment Period, Executive shall continue to be eligible to participate in the incentive compensation plans the Company may implement from time to time. The target bonus amounts and performance targets for Executive shall be established at the same time such amounts and targets are established for other executive officers of the Company, shall be as determined by the Board after conferring with Executive, and shall be payable only upon the Company’s achievement of established targets as determined by the Board. Notwithstanding the foregoing, the Company and Executive agree that Executive’s target annual bonus will equal one hundred percent (100%) of Executive’s Base Salary beginning with the Company’s 2026 fiscal year. Executive shall not receive an annual bonus for performance in the Company’s 2025 fiscal year.
(f) Future Equity. Executive shall be considered for future equity incentive award grants under the equity incentive plan of the Company then in effect based on individual and Company performance (and established in conjunction with the Company’s regular equity review cycle). For the avoidance of doubt, however, Executive acknowledges that all determinations about equity incentive award grants shall be in the Board’s sole discretion. Executive agrees that the Board does not intend to award the Executive incentive award grants in 2026 except to the extent the Board shall do in its sole discretion.
4. Vacation and Executive Benefits.
(a) During the Employment Period, Executive shall be entitled to unlimited paid time off (“PTO”); provided, that Executive will use his reasonable discretion, taking into account the Company’s needs, when determining the time to take vacation. In no event shall Executive receive pay in lieu of taking PTO or receive payout for any untaken PTO on termination of employment.
(b) During the Employment Period, Executive shall be entitled to participate in the same manner and under the same terms and conditions as similarly-situated executives of the Company, in the Company’s medical insurance, retirement plans, and other fringe benefit programs, including, for the avoidance of doubt, any group life and/or long-term disability insurance plans or programs adopted by the Company after the Commencement Date, with Executive's rights and responsibilities under these programs governed by the terms of those plans and programs as they may be in effect and modified from time-to-time.
- 5 -
5. Expenses.
(a) The Company shall reimburse Executive for all reasonable and substantiated ordinary and necessary business expenses incurred in performing Executive’s duties under this Agreement, provided that Executive shall comply with all Company requirements relating to the submission and documentation of such expenses.
(b) The Company will reimburse Executive for all reasonable and substantiated attorney’s fees associated with the negotiation of this Agreement and related documents not to exceed twenty-five thousand dollars ($25,000), which reimbursement request shall be promptly submitted to the Company after the Commencement Date and the Company will pay such reimbursement as soon as administratively practicable thereafter.
6. Loyalty, Best Efforts, Non-Competition, Non-Solicitation.
(a) Executive will, while employed by the Company, devote substantially all of Executive’s full time and best efforts and, during work hours, all of Executive’s attention, to the business of the Company, its Subsidiaries and affiliates and to the performance of Executive’s duties, other than as set forth herein. Further, Executive will not, without the advance, written permission of the Board, engage in any activity that would in any way or to any extent, materially interfere with the performance of Executive’s duties, including, without limitation, engaging to any extent in any other employment, board service, consulting, or occupation, whether or not for compensation, or undertaking any financial or other investment that would create a conflict of interest with the Company. For the avoidance of doubt, with the prior written consent of the Board (which consent shall not unreasonably be withheld, delayed or conditioned), Executive may engage in civic and not-for-profit activities and serve on the boards of directors of other non-competitive entities; provided, in each case that such activities do not materially interfere with the performance of Executive’s duties to the Company.
(b) Executive hereby agrees that during Executive’s employment with the Company and for the period of twenty-four (24) months after such termination of employment for any reason (including due to the expiration and non-renewal of this Agreement by any party) (the “Restricted Period”), Executive will not, without the advance, written permission of the Board, engage in Competition (as defined below) with the Company. Executive shall be deemed to be engaging in “Competition” if Executive (A) engages anywhere within the United States of America or any other place where the Company, its Subsidiaries or affiliates are engaged during Executive’s employment or actively preparing to be engaged in business (the “Restricted Territory”), in any business in which the Company, any of its Subsidiaries or affiliates is engaged or has invested material funds in development at the time of such termination of employment, including in the area of tax and regulatory compliance software solutions (the “Restricted Business”), and/or (B) owns, in whole or in part, is employed by, provides financing to, consults with or otherwise renders services to any person or entity who is engaged in any business (or proposes to engage in any business) in which the Company, any of its Subsidiaries or affiliates is engaged or has invested material funds in development at the time of such termination of employment in the area of the Restricted Business anywhere within the Restricted Territory (for avoidance of doubt, such persons or entities include, but are not limited to, any of the following entities or their successors: Thomson Reuters, CCH/Wolters Kluwer, Avalara, Sovos, Edicom, Baseware, Longview Solutions, MLM CorpTax, Taxware). Notwithstanding anything herein to the contrary, Executive may (i) make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than two percent (2%) of any class of the equity of such enterprise; (ii) own a passive equity interest in a private debt or equity investment fund in which Executive does not have the ability to control or exercise any managerial influence over such fund; (iii) participate in any activity consented to in advance in writing by the Company; (iv) perform speaking engagements and receiving honoraria in connection with such engagements; or (v) provide services to any government agency, college, university, or other non-profit research organization.
- 6 -
(c) During the Restricted Period, Executive will not, directly or indirectly, (i) hire or assist any other person or entity to hire any current or former employee of the Company, its Subsidiaries or its affiliates, or (ii) recruit, solicit or induce, or knowingly assist any other person or entity to recruit, solicit or induce, any current or former employee to leave the employment of the Company, its Subsidiaries or its affiliates. For purposes of this subparagraph (c), “former employee” shall mean an individual who was employed by the Company, any of its Subsidiaries or any of its affiliates at any time within the twelve months prior to this prohibited activity.
(d) During the Restricted Period, Executive will not, directly or indirectly, solicit, induce, or attempt to induce any customer, client, or prospect of the Company, its Subsidiaries or its affiliates, to stop doing business in whole or in part with or through the Company, its Subsidiaries or affiliates, or to do business with any person or entity that competes with the Company in the area of the Restricted Business. For the purposes of this subparagraph (d), “prospect” means any person or entity which the Company, its Subsidiaries or its affiliates had solicited for business within one year prior to the termination of Executive’s employment.
(e) During the Restricted Period, Executive will promptly disclose to the Company any and all direct contacts, solicitations, inquiries or other actual or potential business opportunities of which Executive may become aware and which relate to the business of the Company or any of its Subsidiaries or affiliates; provided, however, that the disclosure obligation under this paragraph shall apply only to such contacts, solicitations, inquiries, and opportunities of which Executive became aware during his employment with the Company.
(f) Executive acknowledges and agrees that the restrictions imposed by this Paragraph 6 are a condition of Executive’s employment with the Company; are fair and reasonably required for the protection of the Company; and will not preclude Executive from becoming gainfully employed following the termination of employment with the Company, regardless of reason. Executive further acknowledges and agrees that Executive provides and/or will provide unique services to the Company and that this Agreement has unique, substantial, and immeasurable value to the Company. In the event of any breach of subparagraphs (b) through (e) above, the time periods set forth in those paragraphs shall be extended by the length of time Executive is in breach. In the event that the provisions of this Paragraph 6 should ever be deemed to exceed the limitations permitted by applicable laws, Executive and the Company agree that such provisions shall be reformed to the maximum limitations permitted by the applicable laws.
7. Confidentiality and Ownership of Documents, Methods and Information.
(a) Executive agrees that, both during employment with the Company and thereafter, Executive will treat the business affairs of the Company, its Subsidiaries and its affiliates as confidential and will not discuss or disclose any Confidential Information (as hereafter defined) of the Company, its Subsidiaries or its affiliates with or to any third party, except (i) as required in connection with the performance of duties on behalf of the Company or (ii) as authorized in advance by the Board, and in each such case only after ensuring that the recipient has agreed in writing to appropriate confidentiality obligations, unless Executive has been otherwise instructed by the Board or advised by the Company’s General Counsel. Further, Executive shall take reasonable steps and security precautions to prevent the unauthorized disclosure of Confidential Information and all components thereof, and to maintain the confidentiality of the Company’s intellectual property. Notwithstanding the foregoing, Executive may disclose Confidential Information to the extent required by law or regulation; provided that Executive promptly notifies the Company of the disclosure request and, at the Company’s request, provides reasonable assistance in any effort to prevent or limit such disclosure.
- 7 -
(b) Executive agrees that all Confidential Information, Documents (as defined below), materials, business methods and other information created by, disclosed to or otherwise acquired by Executive in the course of employment with the Company (collectively, “Works”) are and remain the exclusive property of the Company and are “works made for hire” for the Company under the copyright laws; that Executive will not retain, copy or otherwise appropriate any Work for Executive’s own use or purposes or the use or purposes of any third party and that, upon the termination of employment, Executive will return all Works, including all copies or multiple versions thereof, to the Company and, in the case of Confidential Information, will destroy all electronic versions Executive may have on any device in his possession or under his control and in any format or media, and all excerpts and references that may be in any items Executive may have created, and, to the extent that Executive is not able to destroy all such copies, excerpts and references shall continue to hold them as the confidential and proprietary property of the Company and not disclose them or use them for any purpose. Further, in return for good and valuable consideration including Executive’s employment relationship with the Company, Executive hereby assigns to the Company Executive’s entire right, title and interest in and to all Works. Executive also agrees, at the Company’s request and expense, to execute specific assignments to the Works, and execute, acknowledge and deliver such other documents and take such further action as the Company may require, at any time during or subsequent to the period of Executive’s employment with the Company, to vest title in such Works in the Company and to obtain and defend copyright registrations in any and all countries. In addition, all inventions conceived and/or reduced to practice during Executive’s employment with the Company and which relate to the business of the Company are hereby assigned to the Company, in return for good and valuable consideration including Executive’s employment relationship with the Company. Executive agrees, at the Company’s request and expense, to execute specific assignments to any inventions and to execute, acknowledge and deliver such other documents and take such further action as the Company may require, at any time during or subsequent to the period of Executive’s employment with the Company, to vest title in all such inventions in the Company in any and all countries; to obtain patents covering such inventions in any and all countries; and to vest title in such patents in the Company. Executive also agrees that an invention disclosed by Executive to a third person or described in a patent application filed by or on Executive’s behalf within twelve months following termination of Executive’s employment with the Company for any reason shall be presumed to have been conceived or made by Executive during the period of employment, unless proved to have been conceived or made by Executive following the termination of Executive’s employment with the Company. Executive hereby assigns Executive’s entire right, title and interest in and to such inventions to the Company and agrees to execute and deliver any documents or take any such actions as requested by the Company to vest title in such inventions exclusively in the Company.
(c) Executive is hereby notified that the requirements of paragraph (b) above do not apply to an invention for which no equipment, supplies, facility or Confidential Information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates to (A) the business of the Company, its Subsidiaries or its affiliates, or (B) the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company.
- 8 -
(d) For purposes of this Agreement the term “Document” shall include correspondence, email, other written communications, data processing and storage units, computer software, tapes, contracts, agreements, notes, memoranda, telephone messages, analyses, projections, indices, work papers, studies, surveys, diaries, calendars, films, photographs, minutes of meetings, management or sales proposals, operations manuals or any other writing, including copies of any of the foregoing, in any format or media, past, current or future, including, without limitation, written, printed, typed, recorded or graphic matter or electronic media, however produced or reproduced. For the purposes of this Agreement the term “Confidential Information” means information (i) developed by, disclosed to or known by Executive as a consequence of Executive’s employment with the Company, (ii) not generally known to others outside the Company, and (iii) which relates to the business of the Company, its Subsidiaries and its affiliates. Confidential Information includes but is not limited to the trade secrets, equipment, equipment configuration, research, development efforts, methodologies, testing, engineering, manufacturing, marketing, sales, finances, operations, processes, formulas, methods, techniques, devices, software programs, projections, strategies and plans, personnel information, and customer information, including customer needs, contacts, particular projects, lists, and pricing of the Company, its Subsidiaries and its affiliates. Confidential Information shall not include any information which has been published in a form generally available to the public prior to the date upon which Executive either wrongfully discloses or proposes to disclose such information.
(e) Notwithstanding anything to the contrary herein, nothing in this Agreement is intended to or will be used by the Company in any way to prohibit Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (A) Executive shall not be in breach of this Agreement and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (B) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
8. Conflict of Interest; Avoiding the Appearance of Impropriety. Executive agrees that Executive’s duty of loyalty to the Company requires both complete fidelity to the interests of the Company in fact and the avoidance of any appearance of impropriety, favoritism, personal benefit or aggrandizement or confusion between Executive’s personal and business activities. Executive further agrees that Executive’s conduct must be consistent with the Company’s Code of Conduct. To that end, while an executive officer of the Company, Executive shall not, without the advance, written approval of the Board:
(a) accept gifts, gratuities or favors of more than nominal value from any person or organization doing business or seeking to do business with the Company, its Subsidiaries or its affiliates, or from any employee of the Company with whom Executive has a direct or indirect reporting relationship;
(b) offer or provide any gift, gratuity or favor of more than nominal value to any person or organization with whom or which the Company, any of its Subsidiaries or any of its affiliates is doing business or seeking to do business or take any other action in respect of such person or organization, specifically including but not limited to, any public entity, officer thereof or federal, state or local government employee or officeholder, suggestive of any intent or effort to influence such individual or organization in the performance of their or its duties; or
- 9 -
(c) make use of Executive’s job title or affiliation with the Company in connection with participation in outside organizations (with the exception of professional and industry organizations relating to Executive’s job duties) or support of political, legal or other causes or organizations.
9. Injunctive Relief. Subject to the provisions of Paragraph 10, the Company will, in addition to other remedies provided by law, have the right to injunctive relief in court to the extent such relief may be available at law or in equity. Executive acknowledges that any breach or threatened breach of the provisions of this Agreement, including but not limited to the provisions of Paragraphs 6 and 7, may cause irreparable damage to the Company for which monetary damages will not provide an adequate remedy. Nothing contained herein will be construed as prohibiting the parties from pursuing any other remedies available to them for such breach or threatened breach, including any recovery of damages.
10. Dispute Resolution. With the specific exception only of the Company’s right at any time to seek equitable relief to enforce the provisions of Paragraphs 6 and 7 of this Agreement in the courts, in the event of any dispute between the Company and Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or Executive’s employment with the Company, Executive and the Company hereby agree that, after making a good-faith effort to resolve any dispute, such dispute shall be resolved by final and binding arbitration in Chester County, Pennsylvania, administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, subject to the provisions of subparagraph 17(b). Any arbitration shall be held before a single arbitrator who shall be selected by mutual agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in which case the arbitrator will be selected under the procedures of the AAA. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction, and the parties hereby agree to the emergency procedures of the AAA. Issues of arbitrability are to be decided by the arbitrator. A demand for arbitration under this paragraph must be made in writing to the other party within the time limit set by law for bringing that claim in court, or that claim shall be forever barred. The Company shall pay the costs and expenses of such arbitration, and each party will be responsible for its own legal fees. The prevailing party may be entitled to an award, unless the arbitrator determines that to do so would be inconsistent with applicable law.
11. Indemnification. The parties acknowledge and agree that, no later than the Commencement Date, they will enter into an Indemnification and Advancement Agreement in substantially the form entered into by the Company with other members of the Board.
12. Notice. Any notice, demand, or other communication required to be given pursuant to the provisions of this Agreement shall be in writing and shall be personally delivered to the other party in person or at their place of business or to Executive at Executive’s residence, delivered by a nationally recognized overnight delivery service, or sent by certified mail, email or other electronic means, return receipt requested, postage prepaid (as applicable), addressed to the respective addresses last given by each party to the other, and such notice shall be deemed to have been given upon personal delivery, if personally delivered, as of the close of the third business day following the date of mailing if mailed (except that notice of change of address shall be effective only upon receipt), or on the next business day in the case of overnight delivery service, email or other electronic means. Any notice to the Company shall be addressed to the attention of the General Counsel.
- 10 -
13. Entire Agreement; Modification. This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, oral or written, between them, with respect to its subject matter. This Agreement may not be modified or amended except by a writing signed by both parties, which writing explicitly states the intent of the parties hereto to supplement the terms herein; provided, however, that this paragraph shall not limit the right of the Company to promulgate nor excuse Executive from compliance with, such workplace rules, policies and procedures as it may, from time-to-time, deem appropriate or to alter, amend, modify or terminate any employee benefit plan (whether or not referenced in this Agreement) in accordance with the terms of such plan.
14. Successors and Assigns. This Agreement shall inure to the benefit of the Company’s successors and permitted assigns. Executive’s rights and obligations under this Agreement are personal and not assignable or delegable by Executive in any manner or to any extent. Executive agrees that the Company can assign this Agreement to an entity that is a successor to the Company by statutory merger or otherwise, or that has purchased substantially all of the assets of the Company, without the consent or approval of Executive. As used in this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.
15. Termination and Survivability. This Agreement shall terminate upon the termination of Executive’s employment with the Company; provided, however, that the provisions of Paragraphs 2 and 6 through 21 shall survive the termination and any expiration of the Agreement.
16. Waiver. The waiver by any party of a breach of any provision of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach.
17. Governing Law; Choice of Forum.
(a) This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.
(b) Without limiting in any way the Company’s right to enforce the provisions of Paragraphs 6, 7 & 8 of this Agreement, any action to enforce the decision or award of the arbitrator under Paragraph 10 hereof may be brought and maintained only in the Court of Common Pleas of Chester County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania (to the extent that the latter court may have jurisdiction over the subject matter.
18. Headings. The headings used herein are for convenience of reference only and shall not affect the interpretation of any term or provision hereof.
19. Severability. If any provision of this Agreement shall be found invalid or unenforceable for any reason, in whole or in part, then such provision shall be deemed modified, restricted, or reformulated to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified, restricted, or reformulated or as if such provision had not been originally incorporated herein, as the case may be.
20. Withholding. All Base Salary, incentive compensation, expense reimbursements, severance pay, and other payments made by the Company to Executive under this Agreement shall be subject to customary withholding for applicable federal, state and local taxes, FICA and other amounts required by applicable law.
- 11 -
21. Internal Revenue Code Section 409A.
(a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the corresponding regulations, and the payments and benefits provided hereunder are intended to qualify for any applicable exemptions from the definition of deferred compensation under Code Section 409A. To the maximum extent permitted, the parties agree that (i) this Agreement shall be interpreted as being in compliance with Code Section 409A, and (ii) the payments and benefits will be reported to the Internal Revenue Service as being in compliance with Code Section 409A. For purposes of Code Section 409A, each payment made under this Agreement shall be treated as a separate payment. Severance benefits under this Agreement are intended to be exempt from Code Section 409A under the “short term deferral” exemption, to the extent applicable. A portion, the amount of which to be determined in accordance with Treas. Reg. § 1.409A-1(b)(9)(iii), of any additional monthly severance compensation under this Agreement shall be considered payments under a “separation pay plan” under Code Section 409A. In no event may Executive designate, directly or indirectly, the calendar year of payment.
(b) Notwithstanding anything in this Agreement to the contrary, to the extent required by Code Section 409A if Executive is considered a “specified employee” for purposes of Code Section 409A, and if the payment of any amounts under this Agreement is required to be delayed for a period of six months after “separation from service” pursuant to Code Section 409A, payment of such amounts shall be delayed as required by Code Section 409A and the accumulated amounts shall be paid in a single lump sum within five days after the end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, amounts withheld on account of Code Section 409A shall be paid to the personal representative of Executive’s estate within sixty days after the date of Executive’s death.
(c) For purposes of this Agreement, “separation from service” shall mean Executive’s separation from service with the Company and its affiliates within the meaning of Treas. Reg. Section 1.409A-1(h).
(d) In the case of any in-kind benefits or any expenses eligible for reimbursement provided hereunder that are subject to Code Section 409A, (i) the benefits provided or the amount of expenses eligible for reimbursement during any calendar year shall not affect the benefits provided or expenses eligible for reimbursement in any other calendar year, except as provided in Treas. Reg. § 1.409A-3(i)(1)(iv)(B), and (ii) the reimbursement of an eligible expense shall be made as soon as possible after Executive requests such reimbursement, but not later than December 31 following the calendar year in which the expense was incurred.
(e) Executive’s right to receive any installment payments of deferred compensation shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. Except as otherwise permitted under Code Section 409A, no payment to you shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Code Section 409A.
22. Counterparts. This Agreement may be executed in counterparts with the same effect as if the parties executing the counterparts all had executed one counterpart as of the date hereof. All such counterparts taken together shall be deemed the original Agreement.
- 12 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.
| EXECUTIVE: | VERTEX, INC. | ||
| /s/ Christopher Young | By: | /s/ Bryan Rowland | |
| Christopher Young | Bryan Rowland. Senior Vice President and General Counsel | ||
| October 20, 2025 | October 20, 2025 | ||
| Date | Date | ||
- 13 -
APPENDIX A
EXECUTIVE EMPLOYMENT AGREEMENT
SEPARATION AGREEMENT AND RELEASE
This confidential Separation Agreement and Release (“Agreement”) is entered into by and between Vertex, Inc., a Delaware corporation (the “Company”) and _____________ (hereinafter referred to as “you,” or “your”) to resolve any and all disputes concerning your employment with the Company and your separation from employment on ______________. The actual date of separation is referred to herein as the “Separation Date.”
WHEREAS, you are employed by the Company as ___________________, pursuant to an Employment Agreement dated _______________ (“Employment Agreement”);
WHEREAS, the Company has decided to terminate your employment without Cause or you have decided to resign for Good Reason under the Employment Agreement or the Company has declined to renew your employment upon the expiration of the Employment Period, entitling you to certain payments and benefits pursuant to paragraph 2(b)(iii) thereunder (“Severance Benefits”), provided you first sign (and do not revoke) this Agreement and are otherwise in compliance with the Employment Agreement (provided you will not be considered non-compliant unless you have received written notice of such and, to the extent curable, at least thirty (30) days to cure);
NOW THEREFORE, in consideration of the mutual covenants, agreements, and promises hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1) Consideration. On the eighth day after you execute this Agreement (“Effective Date”), provided that you do not revoke this Agreement under paragraph 6(e), the Company agrees to begin to provide you the Severance Benefits as set forth in the Employment Agreement.
2) Termination of Employment. You understand and agree that your employment with the Company and any affiliates, including any positions on any Company boards and committees, will terminate effective the Separation Date, and such termination shall be deemed a resignation effective the Separation Date from each position you hold as an officer or director of the Company and any subsidiary or affiliate of the Company.
3) No Additional Payments. You acknowledge and agree that you will receive no additional payments or benefits other than as set forth herein or as required by law.
4) Release. In exchange for the promises herein which you acknowledge as good and valuable consideration, and except as provided in paragraph 5, you release and discharge the Company and its past, present and future parents, divisions, subsidiaries, and affiliates, predecessors, successors and assigns, and their past, present, and future officers, directors, members, partners, attorneys, employees, independent contractors, agents, clients, and representatives (“Released Parties”) from any and all actions, causes of action, debts, dues, claims and demands of every name and nature, without limitation, at law, in equity, or administrative, against the Released Parties which you may have had, now have, or may have, by reason of any matter or thing arising up to the date you execute this Agreement, including the ending of your employment. Those claims and causes of action from which you release the Released Parties include, but are not limited to, any known or unknown claim or action sounding in tort, contract, or discrimination of any kind, any claim arising under the Employment Agreement, and/or any cause of action arising under federal, state or local constitution, statute or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (including the Older Worker Benefit Protection Act), as amended, the Americans With Disabilities Act, as amended, the Employee Retirement Income Security Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Sarbanes Oxley Act of 2002, as amended, the Pennsylvania Human Relations Act, as amended, the Pennsylvania Equal Pay Law, as amended, the Pennsylvania Wage Payment and Collection Law, as amended, the Pennsylvania Minimum Wage Act, as amended, and any other employee-protective law of any jurisdiction that may apply, and/or any claim for attorneys’ fees or costs, whether presently accrued, accruing to, or to accrue to you on account of, arising out of, or in any way connected with any acts or activities by you or the Released Parties arising up to the date you execute this Agreement. You expressly acknowledge that no claim or cause of action against the Released Parties from the beginning of time to the date you execute this Agreement (other than as provided in paragraph 5) shall be deemed to be outside the scope of this Agreement whether mentioned herein or not. You agree that this release should be interpreted as broadly as possible to achieve your intention to waive, to the maximum extent permitted by law, any and all claims against the Released Parties. Excluded from the release set forth in this paragraph is any claim which cannot be waived as a matter of law and your right to indemnification and/or mandatory advancement of expenses by the Company or any of its affiliates pursuant to contract or applicable law under the Company’s bylaws or the bylaws of any such subsidiary or affiliate, or under statute or any insurance or other indemnification policies, or any agreement to which you are a party. In addition, excluded from the release are: (1) any vested rights you may have under the employee benefit plans, programs, or policies of the Company and its affiliates; (2) your rights following the date hereof with respect to any vested equity interests you hold in the Company or any of its past or present affiliates; or (3) your right to enforce the terms of this Agreement and/or the Employment Agreement.
5) Rights and Claims Preserved. Nothing in this Agreement limits your right, where applicable, to file or participate in an investigative proceeding of any federal, state, or local governmental agency, including filing a charge with the United States Equal Employment Opportunity Commission (“EEOC”). To the extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover, accept, or retain any individual monetary relief or other individual remedies with respect to any matter covered by this Agreement. Nothing in this Agreement prevents you from filing a lawsuit limited to challenging the validity of your waiver of federal age discrimination claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act.
6) OWBPA. The release in paragraph 4 of this Agreement includes a waiver of claims against the Released Parties under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”). Therefore, pursuant to the requirements of the ADEA and the OWBPA, you specifically acknowledge that:
| (a) | you are and have been advised to consult with an attorney of your choosing concerning the legal significance of this Agreement; |
| (b) | this Agreement is written in a manner you understand; |
| (c) | the consideration set forth in paragraph 1 of the Agreement is adequate and sufficient for your entering into this Agreement and consists of benefits to which you are not otherwise entitled; |
| (d) | you have been afforded twenty-one (21) days to consider this Agreement before signing it, although you may sign it at any time within those 21 days, and that any changes to this Agreement subsequently agreed upon by the parties, whether material or immaterial, do not restart this period for consideration; and |
| (e) | you have been advised that during the seven (7) day period after you sign the Agreement, you may revoke your acceptance of this Agreement by delivering written notice to ________________________________, and that this Agreement shall not become effective or enforceable until after the revocation period has expired. |
- 2 -
7) No Admission of Wrongdoing. The Company denies any wrongdoing whatsoever in connection with its dealings with you, including but not limited to your employment and termination. It is expressly understood and agreed that nothing contained in this Agreement shall constitute or be treated as an admission of any wrongdoing or liability on the part of the Company.
8) Non-Disclosure. The parties understand and agree that this Agreement, and the matters discussed in negotiating its terms, are entirely confidential. It is therefore expressly understood and agreed that neither party will reveal, discuss, publish or in any way communicate any of the terms, amount or fact of this Agreement to any person, organization or other entity, with the exception of your immediate family members, creditors and professional representatives or financial/tax advisors, or, with respect to the Company, with the exception of its professional representatives or as otherwise consistent with business need or necessity, or with respect to both parties, in an action to enforce the Agreement’s terms, unless required by subpoena or court order.
9) Non-Disparagement. You agree that you will not disparage any of the Released Parties or make or publish any communication that is intended to reflect adversely upon any of them, consistent with paragraph 2(d) of the Employment Agreement. The Company agrees that its Board of Directors will not disparage you or make or publish any communication that is intended to reflect adversely upon you.
10) No Filing of Claims. You represent that you have not filed, and to the maximum extent permitted by law and except as provided in paragraph 5, you agree that you will not file, any charge, complaint, lawsuit or claim (collectively, “Claim”) with any administrative agency, federal, state or local court (collectively, “Agency”) related in any way to your employment or the separation of your employment with the Company. You further agree that you will not accept, and will not be entitled to retain, any judgment, award, settlement or other payment or other relief resulting from, or related to, any Claim filed with any Agency related in any way to your employment with the Company or the termination of your employment. Nothing in this Agreement prevents you from filing for a state claim of unemployment compensation should you choose to do so.
11) No Voluntary Cooperation. Except as provided in paragraph 5, and/or unless required to do so by court order or subpoena, you agree that you will not (i) voluntarily make statements, take action, or give testimony adverse or detrimental to the interests of the Company; or (ii) aid or assist in any manner the efforts of any third party to sue or prosecute a claim against the Company. Should you ever be required to give testimony concerning any matter related to your employment with the Company, you agree to provide notice of such compulsory process to _____________________________, within two (2) business days of its receipt so that the Company may take appropriate measures to quash or otherwise defend its interests.
12) Cooperation with the Company. Upon request of the Company and subject to your reasonable availability, you agree to cooperate with the Company as reasonably necessary and to provide information and/or testimony regarding any current or future litigation arising from actions or events occurring during your employment with the Company.
- 3 -
13) Reemployment. You agree that you will not seek reemployment with the Company or any current or future parent, subsidiary, or affiliate, except at the request of the Company.
14) Return of Company Property. You agree that, as a condition precedent to receiving any payment under this Agreement, you will by the Separation Date return all property belonging to the Company, including, but not limited to, corporate credit cards; keys and access cards; documents; tapes; cell phones; computers, laptops, iPhone and other computer equipment and software; and any and all confidential and proprietary information.
15) Continuing Obligations. You acknowledge that you remain bound by and affirm that you will comply with all continuing obligations under the Employment Agreement, including, but not limited to, those set forth in paragraphs 6 and 7 thereof (pertaining to non-competition, non-solicitation, and confidentiality), and that such compliance is a condition of receipt of the Severance Benefits. You affirm that you have not violated the terms of the Employment Agreement during your employment with the Company.
16) Return of Consideration in Event of Breach. You agree that receipt of any consideration and all payments under this Agreement is contingent on your full compliance with its terms and conditions. Should you breach any provision of this Agreement (including but not limited to filing a lawsuit based upon any claim covered by this Agreement (but excluding a lawsuit covered by paragraph 5 of this Agreement)) or any continuing obligation under the Employment Agreement (in each case subject to cure as set forth above), the Company shall have the right to recover from you any Severance Benefits already paid, and the Company shall no longer be obligated to provide you any Severance Benefits otherwise due.
17) Attorneys’ Fees and Jury Waiver. Each party in an action for breach of this Agreement (except for a lawsuit covered by paragraph 5) will be responsible for its own costs and attorneys’ fees. You and the Company hereby waive trial by jury as to any and all litigation arising out of and/or relating to this Agreement.
18) Arbitration. Any dispute, controversy, or difference arising out of, or related to, this Agreement or your employment with the Company shall be resolved by binding arbitration pursuant to paragraph 10 of the Employment Agreement.
19) Certification of Understanding and Competence. You acknowledge and agree that (a) you have read this Agreement in its entirety; (b) you are competent to understand, and do understand, the content and effect of this Agreement; (c) by entering into this Agreement, you are releasing forever the Released Parties from any claim or liability (including claims for attorney’s fees and costs) arising from your employment with the Company; (d) you are entering this Agreement of your own free will in exchange for the consideration herein, which you agree is adequate and satisfactory; and (e) neither the Company nor the Released Parties have made any representations to you concerning the terms or effect of this Agreement, other than those contained in the Agreement.
20) Acknowledgments. You acknowledge and agree that (a) except for amounts due under Section 2(b)(v) of the Employment Agreement, you are not owed any wages by the Company for work performed, whether as wages or salary, overtime, bonuses or commissions, or for accrued but unused paid time off, and that you have been fully compensated for all hours worked; (b) you are not aware of any factual basis for a claim that the Company has defrauded the government of the United States or any state; (c) you have incurred no work related injuries; (d) you have received all family or medical leave to which you were entitled under the law; and (e) you have been and hereby are advised to consult with legal counsel of your choice prior to execution and delivery of this Agreement, and that you have done so or voluntarily elected not to do so.
- 4 -
21) Ownership of Claims. You represent and warrant that you are the sole and lawful owner of all rights, title and interest in and to all released matters, claims and demands referred to herein. You further represent and warrant that there has been no assignment or other transfer of any interest in any such matters, claims or demands which you may have against the Released Parties.
22) Counterparts. This Agreement may be executed in separate counterparts and by facsimile, and each such counterpart shall be deemed an original with the same effect as if all parties had signed the same document.
23) No Other Understandings. This Agreement, consisting of six (6) pages, together with the Employment Agreement, constitutes the entire Agreement between the parties with respect to its subject matter, and is binding upon and shall inure to the benefit of the parties and their respective heirs, executors, administrators, personal or legal representatives, successors and/or assigns. This Agreement may be amended only by a written agreement signed by you and the Company.
24) Headings. The headings in this Agreement are for convenience only and are not to be considered a construction of the provisions hereof.
25) Severability and Governing Law. If any provision of this Agreement is found to be invalid, unenforceable or void for any reason, such provision shall be severed from the Agreement and shall not affect the validity or enforceability of the remaining provisions. This Agreement shall be interpreted, enforced and governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions thereof.
26) Acceptance of Agreement. As provided in paragraph 6(d), the Company is providing you 21 days to consider whether to accept this Agreement (although you may accept it at any time within those 21 days), after which time the offer expires and is withdrawn if you have not yet accepted it. To accept the Agreement, you must sign below and send it to __________________________.
27) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED BY LEGAL COUNSEL AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY SIMILAR STATUTE OF ANY OTHER STATE), WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
- 5 -
| Dated: | |||
| [NAME] | |||
| Dated: | |||
| [NAME] | |||
| [TITLE] | |||
| Vertex, Inc. | |||
- 6 -
Exhibit 99.1
Vertex Announces CEO Retirement and Succession Plan
Christopher Young to Succeed David DeStefano as Vertex’s President and Chief Executive Officer
Leadership Transition to Occur on November 10, 2025; David DeStefano to Serve as Non-Executive Chairperson
Announces Preliminary Third Quarter Financial Results
KING OF PRUSSIA, PA, October 21, 2025 – Vertex, Inc. (NASDAQ: VERX) (“Vertex” or the “Company”), a leading global provider of indirect tax solutions, today announced that David DeStefano will retire as President and Chief Executive Officer, effective November 10, 2025. Following an extensive search process, with the assistance of a leading independent search firm, the Board of Directors has named Christopher Young to succeed David as Vertex’s President and Chief Executive Officer, at which point he will also be appointed to the Vertex Board. David will serve as non-executive Chairperson of the Vertex Board.
Christopher is a seasoned executive, investor, and board director with a distinguished track record of leadership over almost three decades in enterprise technology. Most recently, he served as Executive Vice President, Business Development at Microsoft, reporting directly to its Chairman and CEO, responsible for assessing opportunities for growth while overseeing the Company’s business development, venture investing, and corporate strategy groups. During his tenure, Christopher helped shape Microsoft's investment agenda in artificial intelligence and other emerging technologies, while also forging strategic transformative alliances. Prior to his time at Microsoft, Christopher served as CEO of the enterprise-focused cybersecurity firm McAfee, helping lead its spinoff from Intel in 2017 and spearhead its transition to the cloud. Previously, Christopher served as Senior Vice President for the Security business at Cisco Systems, where he transformed the strategic profile of its security business, growing the business into a recognized leader.
David has been a pillar of vision, execution, and dedication throughout his 26-year tenure at Vertex and instrumental in the Company’s success. Under his leadership, Vertex successfully launched its initial public offering, expanded its cloud-based solutions, and undertook several strategic acquisitions to enhance its global capabilities. While at Vertex, the Company has furthered its position as a trusted provider of indirect tax solutions, consistently delivering strong, profitable revenue growth, including surpassing $600 million in annual recurring revenue in 2024, and driving strong value creation for shareholders.
“Underpinned by durable demand for our solutions and a clear runway for long-term growth, Vertex has an exceptionally strong foundation with a seasoned leadership team in place. The Company is well positioned for the next phase of its evolution, making now the right time to execute our succession plan and welcome Christopher as our new CEO,” said David DeStefano, President, CEO and Chairperson. “I’ve been deeply invested in Vertex’s growth and success for 26 years, through our IPO and the expansion of our partner ecosystem, and I couldn’t be more proud of the way in which the Vertex team has enabled thousands of customers around the world to grow with our leading portfolio of products and solutions. What this team has accomplished over the last few years serving as a mission critical partner to our customers is inspiring, and I couldn’t be more optimistic about our Company’s future. Christopher is a proven leader with a strong track record of scaling businesses, and I am confident he is the best person to build on the momentum underway at Vertex.”
“It is an honor to be selected to serve as Vertex’s next CEO, and I could not be more excited to take on this new role,” said Christopher Young. “Vertex has a solid product foundation, deep industry expertise, and a strong customer base. With the rapid rise of generative AI, we have an extraordinary opportunity to innovate on how tax and compliance are managed – bringing together technology and human expertise to deliver even greater value and efficiency for customers globally. I look forward to working closely with the Board, the management team and all of our talented team members to extend Vertex’s leadership position while delivering sustainable growth and shareholder value.”
"David has made a positive and lasting impact on Vertex and our people. He has established Vertex as one of the world's most trusted brands, with a strong strategic and financial position and significant growth potential. On behalf of the entire Board, our employees, customers, and shareholders, I want to thank David for his remarkable service and his commitment to support a smooth transition. We look forward to continuing to benefit from his expertise and deep industry knowledge in the boardroom,” said Ric Andersen, Lead Independent Director of the Vertex Board.
Andersen continued, “When David informed us of his decision to retire from Vertex, the Board undertook a thorough and thoughtful succession planning process. With the assistance of Spencer Stuart, we identified an outstanding executive in Christopher Young, and we are excited to welcome him to Vertex. With meaningful enterprise software experience and a proven track record, we are confident that Christopher is the right leader to usher in our next phase of growth as we continue to scale and capitalize on the compelling market opportunities ahead.”
With the addition of Christopher, the Vertex Board will comprise nine directors, seven of whom are independent.
Preliminary Third Quarter Results
The Company today also reported preliminary third quarter 2025 financial results, including:
| · | Total revenue is expected to be approximately $192 million, compared to $170.4 million for the same period in the prior year. |
| · | Adjusted EBITDA is expected to be approximately $43 million, compared to $38.6 million for the same period in the prior year. |
About Christopher Young
Christopher is an accomplished enterprise technology executive with almost three decades of executive leadership across the technology industry. He most recently served as Executive Vice President, Business Development at Microsoft, where he led its business development, venture investing, and corporate strategy groups. Prior to his time with Microsoft, Christopher served as Chief Executive Officer of McAfee following its spinoff from Intel. He continued with McAfee following his tenure at Intel, where he served as Senior Vice President of Intel’s security business, which was then McAfee, responsible for building and executing the security business’s strategy and overseeing the segment’s significant growth. Christopher also served as Senior Vice President for Cisco’s security business, overseeing the growth of its security business and helping establish itself as a leader in the space. Earlier in his career, Christopher served as a Senior Vice President in VMware’s end user computing segment and held roles of increasing responsibility in the security businesses of AOL and RSA Security, the security division of EMC. He currently serves on the Boards of Directors of Qualcomm and American Express, and previously served on the Boards of Snap and Rapid7.
Christopher holds a B.A. from Princeton University’s Woodrow Wilson School of Public and International Affairs and an M.B.A. from Harvard Business School.
About Vertex
Vertex, Inc. is a leading global provider of indirect tax solutions. The Company’s mission is to deliver the most trusted tax technology enabling global businesses to transact, comply and grow with confidence. Vertex provides solutions that can be tailored to specific industries for major lines of indirect tax, including sales and consumer use, value added and payroll. Headquartered in North America, and with offices in South America and Europe, Vertex empowers the world’s leading brands to simplify the complexity of continuous compliance.
For more information, visit www.vertexinc.com or follow us on Twitter and LinkedIn.
Forward Looking Statements
Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include, among other statements, information concerning our preliminary results of operations. Forward-looking statements are based on Vertex management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: our ability to attract new customers on a cost-effective basis and the extent to which existing customers renew and upgrade their subscriptions; our ability to sustain and expand revenues, maintain profitability, and to effectively manage our anticipated growth; our ability to identify acquisition targets and to successfully integrate and operate acquired businesses; our ability to maintain and expand our strategic relationships with third parties; the potential effects on our business from the existence of a global endemic or pandemic; and the other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities Exchange Commission (“SEC”), as may be subsequently updated by our other SEC filings. Copies of such filings may be obtained from the Company or the SEC.
Our unaudited financial information for the three months ended September 30, 2025 presented above are preliminary, based upon our good faith estimates and subject to completion of our financial closing procedures. This summary is not a comprehensive statement of our financial results for the quarterly period. We have provided approximate amounts for our expectations described above because our fiscal quarter closing procedures are not yet complete. While we expect that our final financial results for the quarterly period ended September 30, 2025, following the completion of our financial closing procedures, will be within the ranges described above, our actual results may differ materially from these estimates as a result of the completion of our financial closing procedures as well as final adjustments and other developments that may arise between now and the time that our financial results for this quarterly period are finalized. All of the data presented above has been prepared by and is the responsibility of management. No independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to these preliminary results, nor have they expressed any opinion or any other form of assurance on these preliminary estimated results.
All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances, except as required by applicable law.
Use and Reconciliation of Non-GAAP Financial Measures
In addition to our results determined in accordance with accounting principles generally accepted in the U.S. (“GAAP”), we have calculated Adjusted EBITDA, which is a non-GAAP financial measure. We have provided tabular reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
Management uses non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance and liquidity. Our non-GAAP financial measures are presented as supplemental disclosure as we believe they provide useful information to investors and others in understanding and evaluating our results, prospects, and liquidity period-over-period without the impact of certain items that do not directly correlate to our operating performance and that may vary significantly from period to period for reasons unrelated to our operating performance, as well as comparing our financial results to those of other companies. Our definitions of these non-GAAP financial measures may differ from similarly titled measures presented by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP.
Adjusted EBITDA is determined by adding back to GAAP net income or loss the net interest income or expense (including adjustments to the settlement value of deferred purchase commitment liabilities), income taxes, depreciation and amortization of property and equipment, depreciation and amortization of capitalized software and acquired intangible assets included in cost of subscription revenues, amortization of acquired intangible assets included in selling and marketing expense, amortization of cloud computing implementation costs in general and administrative expense, asset impairments, stock-based compensation expense, severance expense, acquisition contingent consideration, changes in the fair value of acquisition contingent earn-outs, and transaction costs, included in GAAP net income or loss for the respective periods.
Because of the preliminary nature of the presentation of Adjusted EBITDA for the quarter ended September 30, 2025, specific quantifications of the amounts that would be required to reconcile a net income (loss) estimate are not available. The Company believes that there is a degree of volatility with respect to certain of the GAAP measures and certain adjustments made to arrive at the relevant non-GAAP measure, which precludes the Company from providing an accurate preliminary estimate of a GAAP to non-GAAP reconciliation. Based on the above, the Company believes that providing estimates of the amounts that would be required to reconcile the estimated non-GAAP Adjusted EBITDA for the Company would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above.
Investor Relations Contact:
Joe Crivelli
VP, Investor Relations
investors@vertexinc.com
Vertex Company Contact:
Rachel Litcofsky
Manager, Public Relations
mediainquiries@vertexinc.com