Our fee (the “Recruitment Fee”) shall equal one-third (33%) of the successful candidate’s first twelve months’ Compensation (as defined herein), whether actually paid or accrued towards a later bonus period. Goldsmith & Co defines compensation as: base salary, cash bonus, and sign-on or non-recurring payments (sign-on/non-recurring payments shall be considered part of annual compensation when utilized as a form of cash incentive), but excludes any: (1) pension rights, (2) non-recurring payments specifically for relocation, and (3) “buy-outs” or other similar “make-whole” payments for loss of previously deferred compensation with such candidate’s former employer as set forth in the successful candidate’s accepted offer letter (“Compensation”). For purposes of calculating the first year Compensation, the following shall apply with respect to the calculation of bonus:

1. If the Offer Letter includes a “guaranteed” bonus and the bonus is expected to be the guaranteed amount, the guaranteed amount shall be used.
2. If there is no guaranteed bonus or the bonus is expected to be higher than the guaranteed amount, a target bonus as set forth in the Offer Letter or as otherwise agreed in good faith by Goldsmith & Co and Gil Capital shall be used (the amount under 1 or 2, as applicable, the “Estimated Bonus”).
3. If the Estimated or Target Bonus used to calculate Compensation for purposes of the Recruitment Fee is less than the actual bonus paid for the first full calendar year of employment, the balance of the Recruitment Fee shall be paid as set forth below.

Should Gil Capital hire any candidate(s) introduced by Goldsmith & Co during the term of this Engagement Agreement for another position in the firm or within 12 months from introduction, the aforementioned fee terms (33%) shall apply.

We agree to a Retainer of $150,000 paid in three installments of $50,000: payment #1 shall be invoiced upon signing this Engagement Agreement; payment #2 shall be invoiced at 30 days from the signing of this Engagement Agreement; payment #3 shall be invoiced at 60 days from the signing of this Engagement Agreement.

At the successful conclusion of the search, we will submit a final invoice charging the Success Fee, which equals the actual Recruitment Fee minus the total amount of Retainer installments, which have been paid before the conclusion of the search. In the spirit of alignment and to minimize the impact of common “garden leave” requirements, the term “conclusion of the search” is defined as the earlier of: (1) two weeks from the date of resignation from the successful candidate’s existing organization and (2) the start date with Gil Capital. In the event that a candidate leaves their existing organization, but does not start with Gil Capital then upon notice of such failure by Gil Capital to Goldsmith & Co, we shall return the Success Fee associated with such candidate to Gil Capital within ten (10) days.

We will determine the total Recruitment Fee upon acceptance of an offer by the successful candidate. If possible, a copy of the offer letter (or all relevant portions thereof) extended to the successful candidate should be provided to Goldsmith & Co once there is a signed acceptance of the offer.

If the successful candidate has received a written full year guarantee and the guarantee is expected to match the first full calendar year compensation, the total Recruitment Fee will be initially calculated simply as a function of the guarantee. Alternatively, if Gil Capital provides no written guarantee, and the successful candidate will receive a discretionary bonus, the Recruitment Fee will be calculated based on a good faith estimate of such bonus, as determined in good faith by Gil Capital and Goldsmith & Co. In either case, if any additional bonus is paid in excess of the guaranteed amount, Gil Capital shall report to Goldsmith & Co as soon as commercially reasonable following payment of such amount, and the balance of the Recruitment Fee shall be calculated by including such additional amount, with the balance due within thirty (30) days. Should Gil Capital decide to offer a minimum total compensation guarantee for the first year, Goldsmith & Co would follow up with Gil Capital in twelve months to determine the balance of the Recruitment Fee after the one year compensation figures have been established. Gil Capital shall promptly report to Goldsmith & Co the final amount of any Compensation amounts for the twelve month period.

If Goldsmith & Co helps facilitate candidate travel, we will reimburse all candidates directly for their reasonable travel-related expenses, provided that expenses receive pre-approval from Gil Capital. Goldsmith & Co will then send all supporting original receipts from candidates for proper reimbursement to Goldsmith & Co by Gil Capital.

Goldsmith & Co undertakes the recruiting process in partnership with its clients. As a result, we are retained on an exclusive basis for purposes of filling the Head of Investor Relations role at Gil Capital during the period of this Engagement Agreement (the “Term”). Subject to the carve outs described herein, during the Term, all candidates, whether originally identified or contacted by Goldsmith & Co, Gil Capital or any of its subsidiaries will be considered part of Goldsmith & Co’s candidate pool. These candidates may be passed on to us for evaluation and referencing. This arrangement avoids possible conflicts, ensures that a consistent message is disseminated to the marketplace and allows us to serve as an objective screening resource.

For the avoidance of doubt, during the Term, Goldsmith & Co’s full Recruitment Fee will apply towards all candidates regardless of how they were originally sourced, with the exception of (i) any candidates currently employed by Gil Capital or any of its affiliates (in which case, only the Retainer Fees shall apply).

This Engagement Agreement may be terminated by Gil Capital, by giving written notice to Goldsmith & Co not less than five days before the effective date of termination.

If the search is canceled, Gil Capital will be obligated to pay Goldsmith & Co only for the accrued interim retainer fees plus expenses.

Notwithstanding any termination or cancellation of this Agreement, in the event that within 12 months from the date of introduction, Gil Capital hires any person that was in the candidate pool (subject to any carve outs described herein) prior to such termination or cancellation for any position in the firm, the full Recruitment Fee or Success Fee (as applicable) shall be due and payable to Goldsmith & Co.

The fee and expenses are for professional services rendered. Payment of our fee and expenses is not contingent upon the hiring of one of our candidates except as otherwise set forth in this Engagement Agreement. Except as otherwise noted herein, all invoices are due and payable upon receipt.

Subject to any fees and expenses due and payable in respect of a hired candidate having been paid in full, if a candidate presented by Goldsmith & Co and hired by Gil Capital is terminated for cause, or resigns without Good Reason (as defined herein), within twelve months from such candidate’s start date, Goldsmith & Co will reopen the assignment to find an alternative candidate who is acceptable to and hired by Gil Capital, at no charge to Gil Capital, provided that there has not been a material change in the specification of the position. With respect to any other termination of a candidate, Goldsmith & Co shall discuss with Gil Capital any services to be provided in respect of a replacement. “Good Reason” shall be defined as the candidate’s resignation due to a diminution of his or her duties by Gil Capital, carried out without consent and which remains uncured for a period of thirty (30) days following the candidate’s notice to Gil Capital of the existence of such condition and the candidate’s intent to resign in relation to the same; provided, however, that such diminution in duties shall not give rise to Good Cause if the change in duties is related to a company-wide restructuring.

For twelve months from the date of this Engagement Agreement, Goldsmith & Co will not recruit any employee from Gil Capital or its subsidiaries except where Gil Capital authorizes in writing an exception.

To the extent Goldsmith & Co comes into possession of any confidential information, trade secrets or other proprietary information of Gil Capital under this Engagement Agreement, we will only use such confidential/proprietary information in connection with the assignment and will not disclose such information to any third party without Gil Capital’s consent, except (1) as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining hereto, or (2) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Goldsmith & Co in breach hereof, (ii) becomes available to Goldsmith & Co on a non-confidential basis from a source other than Gil Capital which Goldsmith & Co believes is not prohibited from disclosing such information to Goldsmith & Co by obligation to Gil Capital, (iii) is known by Goldsmith & Co prior to its receipt from Gil Capital without any obligation of confidentiality with respect thereto, or (iv) is developed by Goldsmith & Co independently of any disclosures made by Gil Capital to Goldsmith & Co of such information. In satisfying its obligations under this paragraph, Goldsmith & Co shall maintain Gil Capital’s trade secrets and proprietary or confidential information in confidence using at least the same degree of care that it employs in maintaining in confidence its own trade secrets and proprietary or confidential information, but in no event less than a reasonable degree of care. Goldsmith & Co acknowledges that nothing in this Engagement Letter prohibits or otherwise restricts voluntarily communicating with any governmental authority in connection with any reporting of suspected violations of law. Goldsmith & Co further acknowledges that it is not required to advise or seek permission from Gil Capital before engaging in any such disclosure, but that, in connection with any such disclosure, Goldsmith & Co must inform such governmental authority that such information is confidential. This obligation will survive the termination of this Engagement Agreement.

Goldsmith & Co hereby acknowledges that Goldsmith & Co or Goldsmith & Co affiliates may be exposed to or access confidential information which contains or constitutes material non-public information about Gil Capital, Gil Capital affiliates, Gil Capital portfolio companies, or projects with which Gil Capital, Gil Capital affiliates, or Gil Capital portfolio companies are involved. Goldsmith & Co, on behalf of itself and Goldsmith & Co affiliates, agrees that Goldsmith & Co and Goldsmith & Co affiliates shall not act or trade upon any confidential information of Gil Capital, Gil Capital affiliates, or Gil Capital portfolio companies or communicate the confidential information to any other individual or entity who may act on or trade on the confidential information of Gil Capital, Gil Capital affiliates, or Gil Capital portfolio companies.

Upon the earlier of (a) Gil Capital’s request or (b) expiration or termination of this Engagement Agreement, Goldsmith & Co hereby agrees to return or destroy any confidential or proprietary information in its possession and certify the same in writing to Gil Capital.

Goldsmith & Co acknowledges that Gil Capital is firmly committed to a policy of equal employment opportunity without regard to age, race, creed, color, ancestry, religion, gender, pregnancy, sexual orientation, national origin, citizenship, physical or mental disability, marital status, veteran’s status, genetic predisposition or genetic carrier status or any other basis that is prohibited by federal, state or local law. This policy governs all aspects of employment including recruitment, assignment, promotions, transfers, compensation, access to benefits, training and terminations. Goldsmith & Co represents and covenants that, in providing services under this Agreement, it has not and will not discriminate on any such basis.

Goldsmith & Co agrees that it will comply with all applicable laws and regulations, as well as generally established good business practices and codes of ethics that are consistent with the highest professional standards.