Form 8-K/A
8-K/A — PSQ Holdings, Inc.
Accession: 0001104659-26-097145
Filed: 2026-08-14
Period: 2026-01-27
CIK: 0001847064
SIC: 7310 (SERVICES-ADVERTISING)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K/A — tm2623224d1_8ka.htm (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 27, 2026
PSQ
Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
001-40457
86-2062844
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
515
Aspen Street, Suite
200C
Bozeman, Montana
59715
(Address of principal executive
offices)
(Zip Code)
Registrant’s telephone number, including
area code: (754) 264-8701
(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
Class A
common stock, par value $0.0001 per share
PSQH
New
York Stock Exchange
Redeemable warrants, each whole warrant exercisable for 1/15 of one
share of Class A common stock at an exercise price of $172.50 per share
PSQH.WS
New
York Stock Exchange
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 x
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. ¨
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”)
is being filed as an amendment to the Current
Report on Form 8-K filed by PSQ Holdings, Inc. (the “Company”) with the Securities and Exchange Commission
(“SEC”) on January 29, 2026 (the “Original Report”). The sole purpose for filing this Amendment is to provide
information regarding the terms of an employment agreement entered into with Dusty Wunderlich on August 11, 2026, which was not yet
finalized at the time of filing the Original Report. This Amendment supplements the Original Report and should be read in conjunction
with the Original Report. No other changes have been made to the Original Report.
Item 5.02 in the Original Report is amended and restated to read
as follows:
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Michael
Seifert as Chief Executive Officer and Director
On January 27, 2026
(the “Effective Date”), Michael Seifert resigned from his positions of President and Chief Executive Officer of the Company
and as a member of the board of directors of the Company (the “Board”). Mr. Seifert’s resignation was not the result
of a disagreement between Mr. Seifert and the Company on any matter relating to the Company’s operation, policies, or practices.
Appointment of Dusty Wunderlich as Chief
Executive Officer
On the Effective Date,
the Board of the Company appointed Dusty Wunderlich to the role of Chief Executive Officer of the Company, effective as of January 27,
2026.
Employment Agreement with Dusty Wunderlich
On August 11, 2026, Mr. Wunderlich executed
an employment agreement (the “Wunderlich Employment Agreement”) with the Company, effective as of the Effective Date. The
Wunderlich Employment Agreement provides for the at-will employment of Mr. Wunderlich at an annual base salary of $400,000 and that
he will be eligible to receive an annual discretionary performance bonus of up to 50% of his annual base salary, based on his performance
and the Company’s attainment of its targeted goals, in the Company’s sole discretion, as well as his ability to participate
in the Company’s employee benefit plans generally on the same basis as other similarly situated employees.
Pursuant to the Wunderlich Employment Agreement,
Mr. Wunderlich also was granted 57,975 shares of restricted stock on August 11, 2026, which award will vest in full on the first
anniversary of the Effective Date, subject to Mr. Wunderlich continuing to provide services to the Company through the first anniversary
of the Effective Date. On August 11, 2026, the Company’s compensation committee also approved the conversion of all restricted
stock units outstanding as of such date into shares of restricted stock with identical vesting conditions, including all restricted stock
units held by Mr. Wunderlich.
The Wunderlich Employment Agreement provides that
if his employment is terminated either (i) by the Company without Cause or (ii) by him with Good Reason (each as defined in
the Wunderlich Employment Agreement), in either case within the Change in Control Period, then Mr. Wunderlich will be entitled to
receive, subject to his execution and nonrevocation of a release of claims in the Company’s favor and compliance with all post-employment
obligations under law or any restrictive covenant agreement with the Company or any of its affiliates, (a) a lump sum payment of
(x) 15 months of base salary and (y) an amount equal to 1.25 times his target bonus for the year of termination (or, if higher,
his target bonus immediately prior to the Change in Control), (b) a lump sum payment equal to 100% of his target bonus for the year
of termination (or, if higher, based on the target bonus immediately prior to the Change in Control) pro-rated based on the number of
days he was employed during the calendar year in which his termination occurs, (c) COBRA health continuation for up to 15 months
following his termination date or until he has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs
first. The Wunderlich Employment Agreement also provides that if his employment is terminated either (i) by the Company without Cause
or (ii) by him with Good Reason, in either case outside the Change in Control Period, then Mr. Wunderlich will be entitled to
receive, subject to his execution and nonrevocation of a release of claims in the Company’s favor and compliance with all post-employment
obligations under law or any restrictive covenant agreement with the Company or any of its affiliates, (a) base salary continuation
for a period of 12 months, (b) a lump sum payment equal to 100% of the bonus he would have been paid for the year of termination
based on actual performance, pro-rated based on the number of days he was employed during the calendar year in which his termination occurs,
and (c) COBRA health continuation for up to 12 months. The Wunderlich Employment Agreement also provides for a modified Section 280G
“cutback” such that payments or benefits that Mr. Wunderlich receives in connection with a change in control will generally
be reduced to the extent necessary to avoid or mitigate the imposition of any excise tax under Sections 280G and 4999 of the Internal
Revenue Code of 1986, as amended (the “Code”), if such reduction would result in a greater after-tax payment amount to Mr. Wunderlich,
subject to certain terms and conditions in the Wunderlich Employment Agreement.
The foregoing description of the Wunderlich Employment
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Wunderlich Employment
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
10.1*
Employment Agreement, between PSQ Holdings, Inc. and Dusty Wunderlich, effective as of January 27, 2026.
99.1
Press Release, dated January 29, 2026 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 29, 2026).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Pursuant to Item 601(a)(5) of Regulation
S-K, the exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished supplementally to the Securities
and Exchange Commission upon request.
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.
PSQ Holdings, Inc.
Date: August 14, 2026
By:
/s/ Jim Giudice
Name:
Jim Giudice
Title:
Chief Legal Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2623224d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
PSQ HOLDINGS, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is executed on August 11, 2026, by and between PSQ Holdings, Inc., a Delaware corporation
(the “Company”), and Dusty Wunderlich (the “Executive”) (together, the “Parties”).
RECITALS
WHEREAS,
on January 6, 2026, the Company’s Board of Directors (the “Board”) appointed the Executive to be
Chairman of the Board of the Company;
WHEREAS,
in connection with the appointment, on January 6, 2026, the Company entered into an offer letter agreement (the “Offer
Letter”) with the Executive;
WHEREAS,
on January 27, 2026 the Company's Board appointed the Executive as the Chief Executive Officer of the Company;
WHEREAS,
the Parties desire to enter into an agreement whereby the Executive will be employed by the Company on the terms contained in this Agreement;
WHEREAS,
the Executive has agreed to accept such employment with the Company effective upon the Effective Date on the terms and conditions set
forth in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained,
the Parties hereto agree to the following terms, which shall govern the Executive’s employment with the Company effective upon January 27,
2026 (the “Effective Date”):
1. Agreement. This Agreement shall
be effective as of the Effective Date. The Executive’s employment on the terms contained in this Agreement commenced on the Effective
Date and continues until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of
Employment”).
2. Position. During the Term of Employment,
the Executive shall serve as the Chief Executive Officer of the Company, working out of the Company’s office in Bozeman, MT and
traveling as reasonably required by the Executive’s job duties.
3. Scope of Employment. During the
Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position
as Chief Executive Officer. The Executive shall report to the Board. The Executive agrees to devote substantially all of the Executive’s
business time, best efforts, skill, knowledge, attention, and energies to the advancement of the business and interests of the Company
and its affiliates and to the performance of the Executive’s duties and responsibilities as an employee of the Company and not to
engage in any other business activities (whether as an employee, consultant, board member, advisor or in any other capacity) without prior
approval from the Board, except that the Executive may engage in charitable or civic activities and/or serve as an executor, trustee,
or other similar fiduciary capacity, provided, however, that in no event may any activity be undertaken or continued if it would (i) be
in violation of any provision of this Agreement or other agreement between the Executive and the Company, (ii) interfere with the
performance of the Executive’s duties for the Company or its affiliates, or (iii) present a conflict of interest with the business
interests of the Company or its affiliates. As an employee of the Company, the Executive shall comply with all Company policies and procedures.
Violations of the Company’s policies may lead to immediate termination of the Executive’s employment, provided, however, that
nothing in the foregoing alters any rights the Executive may have as set forth in Section 8 below. Further, the Company’s premises,
including all workspaces, furniture, documents, and other tangible materials, and all information technology resources of the Company
(including computers, data and other electronic files, and all internet and email) are subject to oversight and inspection by the Company
at any time. Company employees should have no expectation of privacy with regard to any Company premises, materials, resources, or information.
4. Compensation. As full compensation
for all services rendered by the Executive to the Company and any affiliate thereof, during the Term of Employment, the Company shall
provide to the Executive the following:
(a) Base Salary.
The Company shall pay Executive a base salary at the annualized rate of $400,000 (the “Base Salary”). The Company
shall pay Executive’s Base Salary in equal installments in accordance with the Company’s regularly established payroll procedures.
The compensation committee of the Board shall review Executive’s Base Salary on an annual or more frequent basis and is subject
to increase in the discretion of the compensation committee of the Board.
(b) Annual Discretionary
Bonus. The Executive is eligible to receive an annual discretionary performance bonus of up to 50% of the Executive’s Base Salary
(the “Target Bonus”), based on the assessment by the Company of Executive’s performance and the Company’s attainment
of targeted goals to be set by the Company in its sole discretion. Following the close of each calendar year, the Company will determine
whether the Executive has earned a performance bonus, and the amount of any performance bonus, based on the set criteria. No amount of
the performance bonus is guaranteed, and the Executive must be an active employee of the Company on the date the bonus is distributed
to be eligible for and to earn any bonus award, as it also serves as an incentive for the Executive to remain employed by the Company.
The bonus compensation will be paid in cash. The Executive’s bonus eligibility will be reviewed on an annual or more frequent basis
by the Company and is subject to increase in the discretion of the Company.
(c) Equity Award.
The Company shall recommend to the Board that the Executive be granted an initial grant of 57,975 shares of restricted stock (the “Restricted
Stock Award”) as soon as practicable following the execution of this Agreement. Subject to the approval of the Board, 100%
of the Restricted Stock Award shall vest on the first anniversary of the Effective Date, subject to the Executive continuing to provide
services to the Company through the vesting date. The Restricted Stock Award will be subject to the terms of the PSQ Holdings, Inc.
Amended and Restated 2023 Stock Incentive Plan (the “Equity Plan”) and a restricted stock award agreement between
the Executive and PSQ Holdings, Inc. The Executive will be eligible to receive additional equity awards at such times and on such
terms and conditions as the Board shall, in its sole discretion, determine.
2
(d) Paid Time Off.
The Executive will be eligible for paid vacation and paid sick time, consistent with the Company’s policies as in effect from time
to time. The Executive will also be eligible for paid time off for Company holidays, which are set annually and in accordance with Company
policy.
(e) Benefits.
Subject to eligibility requirements and the Company’s polices, the Executive shall have the right, on the same basis as other similarly-situated
employees of the Company, to participate in, and to receive benefits under, all employee health, disability, insurance, fringe, welfare
benefit and retirement plans, arrangements, practices and programs the Company provides to its senior executives in accordance with the
terms thereof as in effect from time to time. The Company reserves the right to modify, amend and/or terminate any and all of its benefits
plans at its discretion.
(f) Withholdings.
All compensation payable to the Executive shall be subject to applicable taxes and withholdings.
5. Expenses. The Company shall reimburse
Executive for the Executive’s actual, necessary and reasonable business expenses pursuant to Company policy, subject to the provisions
of Section 3 of Exhibit A attached hereto.
6. Restrictive Covenants Agreements.
As a condition of the Executive’s employment with the Company, the Executive will be required to sign the Non-Competition and Non-Solicitation
Agreement attached hereto as Exhibit B. The Executive further acknowledges that the Executive’s employment with
the Company is conditioned on the Executive’s continued compliance with such Non-Competition and Non-Solicitation Agreement and
the Company’s Employee Invention Assignment and Confidentiality Agreement (the “Restrictive Covenant Agreements”).
7. Employment Termination. This Agreement
and the employment of the Executive shall terminate upon the occurrence of any of the following:
(a) Upon the death of
the Executive or at the election of the Company due to the Executive’s “Disability”. As used in this Agreement,
the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from
performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods
aggregating more than twenty-six (26) weeks. The Company shall determine in good faith and in its sole discretion whether the Executive
is unable to perform the services provided for herein.
3
(b) At the election of
the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the
Executive. As used in this Agreement, “Cause” shall mean:
(i) the Executive’s
engagement in any conduct that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the
business interests or reputation of the Company or its affiliates (for avoidance of doubt, “conduct” in this subsection does
not mean poor performance or failure to meet Company objectives);
(ii) any breach
by the Executive of the Restrictive Covenant Agreements;
(iii) the Executive’s
willful and repeated failure to perform in any material respect, the Executive’s duties to the Company under this Agreement;
(iv) the Executive’s
fraud or embezzlement, or the Executive’s willful misconduct with respect to the Company or its affiliates;
(v) the Executive’s material
breach of this Agreement; or
(vi) the Executive’s
conviction of, or plea of guilty or nolo contendere to, a misdemeanor relating to the Company or its affiliates, any
crime involving dishonesty or moral turpitude, or any felony;
provided, however, that with respect to subsection
(iii) hereof, and solely to the extent the Company reasonably believes the conduct or failure is capable of being cured, the Executive
was given thirty (30) calendar days’ written notice of such failure and an opportunity to cure such failure but the Executive failed
to do so within such period (provided that the Executive is eligible for no more than two “cure” opportunities during the
Executive’s employment).
(c) At the election of
the Executive, with or without “Good Reason” (as defined below), upon written notice by the Executive to the
Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement,
“Good Reason” shall mean the occurrence (without the Executive’s prior written consent), of any of the
following events:
(i) a material
reduction in the Executive’s authority, duties, or responsibilities;
(ii) the relocation
of the principal place at which the Executive provides services to the Company by at least fifty (50) miles and to a location such that
the Executive’s daily commuting distance is increased;
(iii) a material
reduction of the Executive’s Base Salary; or
(iv) a material
breach by the Company of its obligations under this Agreement.
No termination will
be treated as a termination by the Executive for Good Reason unless (x) the Executive has given written notice to the Company of
the Executive’s intention to terminate the Executive’s employment for Good Reason, describing the grounds for such action,
no later than sixty (60) days after the first occurrence of such circumstances, (y) the Executive has provided the Company with at
least thirty (30) days in which to cure the circumstances, and (z) if the Company is not successful in curing the circumstances,
the Executive ends the Executive’s employment within thirty (30) calendar days following the expiration of the cure period in (y).
4
8. Effect of Termination.
(a) All Terminations
Other Than by the Company Without Cause or by the Executive With Good Reason. If the Executive’s employment is terminated under
any circumstances other than a termination by the Company without Cause or a termination by the Executive with Good Reason (including
a voluntary termination by the Executive without Good Reason or a termination by the Company for Cause or due to the Executive’s
death or Disability), the Company’s obligations under this Agreement shall immediately cease and the Executive shall only be entitled
to receive (i) the Base Salary that has accrued and to which the Executive is entitled as of the effective date of such termination,
to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly
scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation
in accordance with Section 5 hereof, (iii) any amounts or benefits to which the Executive is then entitled under the terms of
the then-current benefit plans of the Company in accordance with their terms (and not accelerated to the extent acceleration does not
satisfy Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”)), and (iv) to
the extent applicable in accordance with then-current Company policy, any accrued but unused vacation time through the date of termination,
to be paid in accordance with Company policy and applicable law (the payments described in this sentence, the “Accrued Obligations”).
(b) Termination by
the Company Without Cause or by the Executive With Good Reason. If the Executive’s employment is terminated by the Company
without Cause or by the Executive with Good Reason, the Executive shall be entitled to the Accrued Obligations. In addition, and subject
to Exhibit A and the conditions of Section 8(d), the Company shall: (i) continue to pay to the Executive,
in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary for a period of twelve
(12) months; (ii) pay to the Executive, in a single lump sum on the later of the Payment Date (as defined below) and the date on
which bonuses are paid to employees generally, an amount equal to the annual bonus for the year in which termination occurs that the Executive
would have received had the Executive remained employed by the Company based on actual performance but prorated based on a fraction, the
numerator of which is the number of days during the calendar year in which the Executive’s termination date occurs that the Executive
remained employed by the Company and the denominator of which is 365; and (iii) provided the Executive is eligible for and timely
elects to continue receiving group medical insurance pursuant to the “COBRA,” continue to pay for twelve (12) months following
the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage under
COBRA, whichever occurs first, the share of the premium for medical coverage that is paid by the Company for active and similarly-situated
employees who receive the same type of coverage, unless the Company’s provision of such supplemental COBRA payments will violate
the nondiscrimination requirements of applicable law, in which case this benefit will not apply (collectively, the “Severance
Benefits”).
5
(c) Termination
by the Company Without Cause or by the Executive With Good Reason During the Change in Control Period. If the Executive’s
employment is terminated by the Company without Cause or by the Executive with Good Reason within the period that begins three (3) months
prior to and ends twelve (12) months following a “Change in Control” (as defined below) (such period, the
“Change in Control Period”), then, subject to the terms and conditions of this Section 8(c), the Executive
shall be entitled to receive the benefits described in this Section 8(c) rather than those described in Section 8(b) above.
In such case, Executive shall be entitled to the Accrued Obligations and, subject to Exhibit A and the conditions
of Section 8(d), the Company shall: (i) pay to the Executive, in a single lump sum on the Payment Date, an amount equal to the
sum of (x) fifteen (15) months of the Executive’s Base Salary, and (y) 1.25
times the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Executive’s Target Bonus immediately
prior to the Change in Control, (ii) pay to the Executive, in a single lump sum on the Payment Date, an amount equal
to one hundred percent (100%) of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Executive’s
Target Bonus immediately prior to the Change in Control, prorated based on a fraction, the numerator of which is the number of days during
the calendar year in which the Executive’s termination date occurs that the Executive remained employed by the Company and the denominator
of which is 365, (iii) provided the Executive is eligible for and timely elects to continue
receiving group medical insurance pursuant to the “COBRA,” continue to pay for fifteen (15) months following the Executive’s
termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs
first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive
the same type of coverage, unless the Company’s provision of such supplemental COBRA payments will violate the nondiscrimination
requirements of applicable law, in which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s
then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all such then-unvested time-based
equity awards shall vest and become fully exercisable or non-forfeitable as of the later of the date of the Change in Control
and Executive’s termination date (collectively, the “Change in Control Severance Benefits”).
(d) Release. As
a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the
Executive must execute and deliver to the Company a separation and release of claims agreement in substantially the form to be provided
by the Company (the “Release”), which Release must become irrevocable within sixty (60) days following the date
of the Executive’s termination of employment (or such shorter period as may be directed by the Company). The Severance Benefits
or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning
after the Release becomes effective, provided that if the foregoing sixty (60) day period would end in a calendar year subsequent to the
year in which the Executive’s employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will
not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in
Control Severance Benefits, as applicable, are paid or commence pursuant to this sentence, the “Payment Date”).
The Executive must continue to comply with all post-employment obligations under law or in any agreement between the Executive and the
Company or any of its affiliates, including the Restrictive Covenant Agreements, any similar agreement with the Company or any of its
affiliates and as set forth in the Release in order to be eligible to receive or continue receiving the Severance Benefits or Change in
Control Severance Benefits, as applicable. For the avoidance of doubt, if the Executive’s
employment is terminated by the Company without Cause or by the Executive with Good Reason prior to a Change in Control, (i) any
then-outstanding and unvested time-based equity awards held by the Executive shall remain outstanding (but any vesting shall be suspended)
for up to (but no longer than) three (3) months following the date of termination so that, if it is later determined that such termination
occurred during the three (3)-month period prior to the closing of a Change in Control and the Executive is entitled to Change in Control
Severance Benefits rather than Severance Benefits, the vesting of such awards may be accelerated, in accordance with Section 8(c),
immediately prior to the closing of the Change in Control and (ii) any Change in Control Severance Benefits shall be reduced by any
Severance Benefits previously paid to the Executive, if it is later determined that the termination occurred during the three (3)-month
period prior to the closing of a Change in Control and that the Executive is entitled to Change in Control Severance Benefits rather than
Severance Benefits.
6
(e) Change in Control
Definition. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the
following events after the Effective Date, provided that such event or occurrence constitutes a change in the ownership or effective control
of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation
§§ 1.409A-3(i)(5)(v), (vi) and (vii),:
(i) the acquisition
by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company
if, after such acquisition (but not before such acquisition), such Person beneficially owns (within the meaning of Rule 13d-3 under
the Exchange Act) more than fifty percent (50%) of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly
from the Company, (2) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
of its affiliates, or (3) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with
clauses (x) and (y) of subsection (iii) of this definition;
(ii) a change
in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board
(or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director”
means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or
elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or
election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors
at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose
initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or
7
(iii) the consummation
of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of
all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following
such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares
of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one
(1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”)
in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities,
respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust)
maintained or sponsored by the Company or any of its affiliates or by the Acquiring Corporation) beneficially owns, directly or indirectly,
fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power
of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that
such ownership existed prior to the Business Combination).
(f) Resignation from
other Positions. If, as of the date that the Executive’s employment terminates for any reason, the Executive is a member of
the Board (or the board of directors of any entity affiliated with the Company), or holds any other offices or positions with the Company
(or any entity affiliated with the Company), the Executive shall, unless otherwise requested by the Company, immediately relinquish and/or
resign from any such board memberships, offices and positions as of the date the Executive’s employment terminates. The Executive
agrees to execute such documents and take such other actions as the Company may request to reflect such relinquishments and/or resignation(s).
9. Absence of Restrictions. The Executive
represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants or other restrictions that
prevent (or purports to prevent) the Executive from carrying out the Executive’s responsibilities for the Company, or which are
in any way inconsistent with any of the terms of this Agreement.
10. Notice. Any notice delivered under
this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, one (1) business day after it is sent for next-business day delivery via a reputable nationwide overnight
courier service, or immediately upon hand delivery, in each case to the address of the recipient set forth below.
8
To Executive:
At the address set forth in
the Executive’s personnel file
To Company:
PSQ Holdings, Inc.
516 South Dixie Highway,
PMB 191
West Palm Beach, Florida
33401
Attn: Chief Legal Counsel
Either Party may change the address to which notices
are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 10.
11. Applicable Law; Arbitration. This
Agreement shall be governed by and construed in accordance with the laws of the State of Montana (without reference to the conflict of
laws provisions thereof). The Parties agree to resolve through mandatory, final, and binding arbitration, except as specifically excluded
herein or prohibited by applicable law and subject to the provisions of Section 19(d), all disputes arising out of or related to
this Agreement or the subject matter hereof, and any controversy, dispute, or claim directly or indirectly arising out of, relating to,
or connected with the Executive’s employment or any separation from employment with the Company, including whether the dispute is
arbitrable (“Covered Disputes”); provided, however, that Covered Disputes shall not include claims for workers’
compensation, unemployment insurance, sexual assault, or sexual harassment, claims arising under the National Labor Relations Act, and
claims by either party for temporary restraining orders or preliminary injunctions (“temporary equitable relief”) in cases
in which such temporary equitable relief would be otherwise authorized by law. Further, nothing herein prevents the Executive from filing
a charge with, cooperating with, or participating in any proceeding or investigation before the EEOC or a state fair employment practices
agency (except that the Executive acknowledges that the Executive may not recover any monetary benefits in connection with any such charge,
proceeding or investigation, and the Executive further waives any rights or claims to any payment, benefit, attorneys’ fees or other
remedial relief in connection with any such charge, proceeding or investigation. The Parties understand and agree that arbitration shall
be the exclusive method by which to resolve all Covered Disputes to the extent permitted by applicable law. The Parties further understand
and agree that, to the extent permitted by applicable law, neither will assert class, collective, or representative action claims against
the other, whether in arbitration or otherwise, and such class, collective, or representative actions are hereby waived. Any such arbitration
will be conducted in accordance with American Arbitration Association’s (the “AAA”) Employment Arbitration
Rules and Mediation Procedures, a copy of which will be provided to the Executive upon request, and will be conducted by a neutral
arbitrator from the AAA agreed upon by the Executive and the Company in accordance with the AAA rules. Any arbitration under this provision
will be conducted in the city closest to where the Executive resides at the time arbitration is demanded in which a United States District
Court courthouse is located, unless otherwise agreed by the Executive and the Company. The arbitrator shall: (a) provide for more
than minimal discovery and have the authority to compel adequate discovery for the resolution of the dispute and to award such relief
as would otherwise be permitted by law; and (b) issue a written decision, including a statement of the award and the arbitrator’s
essential findings and conclusions on which the decision is based. The arbitrator shall have the power to award damages, remedies or relief
that would be available in a court otherwise having jurisdiction of the matter, but no other damages, remedies or relief. The Parties
agree that arbitration shall be the exclusive, final and binding forum for the ultimate resolution of such claims, subject to any rights
of appeal that either party may have under the Federal Arbitration Act and/or under applicable state law dealing with the review of arbitration
decisions. Each Party shall pay its own attorney’s fees and expenses, except that the Company shall pay the fees and expenses related
to the arbitration that the Executive would not generally be required to bear if the Executive brought the same action in a court otherwise
having jurisdiction.
9
12. Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns, including any corporation
with which or into which the Company may be merged or which may succeed to its assets or business; provided, however, that the obligations
of the Executive are personal and shall not be assigned by the Executive.
13. At-Will Employment. This Agreement
shall not be construed as an agreement, either expressed or implied, to employ the Executive for any stated term, and shall in no way
alter the Company’s policy of employment at will, under which both the Executive and the Company remain free to terminate the employment
relationship, with or without cause, at any time, with or without notice. Although the Executive’s job duties, title, compensation
and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will”
nature of the Executive’s employment may only be changed by a written agreement signed by the Executive and a duly authorized representative
of the Company, which written agreement expressly states the intention to modify the at-will nature of the Executive’s employment,
provided, however, that nothing in the foregoing shall alter any rights the Executive may have as set forth in Section 8 above. Similarly,
nothing in this Agreement shall be construed as an agreement, either express or implied, to pay the Executive any compensation or grant
the Executive any benefit beyond the end of the Executive’s employment with the Company, except as explicitly set forth in Section 8
above.
14. Acknowledgment. The Executive
states and represents that the Executive has had an opportunity to fully discuss and review the terms of this Agreement with an attorney.
The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents herein, freely
and voluntarily assents to all of the terms and conditions hereof, and signs the Executive’s name of the Executive’s own free
act.
15. No Oral Modification, Waiver, Cancellation
or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.
No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a
bar to or waiver of any right on any other occasion.
10
16. Captions and Pronouns. The captions
of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of
any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.
17. Interpretation. The Parties agree
that this Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against
the drafting Party. References in this Agreement to “include” or “including” should be read as though they said
“without limitation” or equivalent forms. Except where the context requires otherwise, references in this Agreement to the
“Board” shall include any authorized committee thereof.
18. Severability. Each provision of
this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court
of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively
broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing
it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of
the Parties.
19. Modified Section 280G Cutback.
Notwithstanding any other provision of this Agreement, except as set forth in Section 19(b), in the event that the Company undergoes
a “Change in Ownership or Control” (as defined below), the following provisions shall apply:
(a) The Company shall
not be obligated to provide to the Executive any portion of any “Contingent Compensation Payments” (as defined
below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments”
(as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 19, the Contingent Compensation
Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined
in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments
so eliminated shall be referred to as the “Eliminated Amount.”
(b) Notwithstanding the
provisions of Section 19(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount
(computed without regard to this sentence) exceeds (ii) one hundred percent (100%) of the aggregate present value (determined in
accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional
taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to the
Executive (including state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code
payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined
in Section 280G(b)(3) of the Code), and any employment taxes payable by the Executive). The override of such reduction in Contingent
Compensation Payments pursuant to this Section 19(b) shall be referred to as a “Section 19(b) Override.”
For purpose of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the
amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income
tax rate provided by law.
11
(c) For purposes of this
Section 19 the following terms shall have the following respective meanings:
(i) “Change in Ownership
or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial
portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.
(ii) “Contingent Compensation
Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement
or otherwise) to or for the benefit of a “disqualified individual” (as defined in Section 280G(c) of the Code) and
that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.
(d) Any payments or other
benefits otherwise due to the Executive following a Change in Ownership or Control that could reasonably be characterized (as determined
by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made until the dates
provided for in this Section 19(d).
(i) Within thirty (30) days after
each date on which the Executive first becomes entitled to receive (whether or not then due) a Contingent Compensation Payment relating
to such Change in Ownership or Control, the Company shall determine and notify the Executive (with reasonable detail regarding the basis
for its determinations) (A) which Potential Payments constitute Contingent Compensation Payments, (B) the Eliminated Amount
and (C) whether the Section 19(b) Override is applicable.
(ii) Within thirty (30) days after
delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the “Executive Response”)
stating either (A) that the Executive agrees with the Company’s determination pursuant to the preceding sentence or (B) that
the Executive disagrees with such determination, in which case the Executive shall set forth (x) which Potential Payments should
be characterized as Contingent Compensation Payments, (y) the Eliminated Amount, and (z) whether the Section 19(b) Override
is applicable.
(iii) In the event that the Executive
fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final.
(iv) If the Executive states in
the Executive Response that the Executive agrees with the Company’s determination, the Company shall make the Potential Payments
to the Executive within three (3) business days following delivery to the Company of the Executive Response (except for any Potential
Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due).
12
(v) If the Executive states in
the Executive Response that the Executive disagrees with the Company’s determination, then, for a period of sixty (60) days following
delivery of the Executive Response, the Executive and the Company shall use good faith efforts to resolve such dispute. If such dispute
is not resolved within such 60-day period, such dispute shall be settled exclusively by arbitration as provided in Section 11 of
this Agreement. The Company shall, within three (3) business days following delivery to the Company of the Executive Response, make
to the Executive those Potential Payments as to which there is no dispute between the Company and the Executive regarding whether they
should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall
be made on the date on which they are due). The balance of the Potential Payments shall be made within three (3) business days following
the resolution of such dispute.
(e) If and to the extent
that any Contingent Compensation Payments are required to be treated as Eliminated Payments pursuant to this Section 19, then the
payments shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any
taxable benefits, (iii) any nontaxable benefits, and (iv) any vesting of equity awards in each case in reverse order beginning
with payments or benefits that are to be paid the farthest in time from the date that triggers the applicability of the excise tax.
(f) The provisions of
this Section 19 are intended to apply to any and all payments or benefits available to the Executive under this Agreement or any
other agreement or plan under which the Executive may receive Contingent Compensation Payments.
20. Entire Agreement. This Agreement
constitutes the entire agreement between the Parties and supersedes and replaces all prior agreements and understandings, whether written
or oral, relating to the subject matter of this Agreement; provided, however, and for the avoidance of doubt, nothing herein shall be
deemed to supersede the Restrictive Covenant Agreements, which remains in full force and effect as set forth in Section 6 above.
21. Offer Letter. The Offer Letter is hereby
terminated. Executive may retain any cash retainers paid or payable by the Company under the Offer Letter in respect of service prior
to the Effective Date. The Company shall not issue any Annual Awards or Chairman Awards to Executive under the Offer Letter.
[Signatures on Page Following]
13
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.
PSQ HOLDINGS, INC.
By:
/s/ Blake Masters
Name:
Blake Masters
Title:
Lead Independent Director and Chairman of the Compensation Committee
EXECUTIVE:
/s/ Dusty Wunderlich
Name: Dusty Wunderlich
14
EXHIBIT A
Payments Subject to Section 409A
1. Subject to this Exhibit A,
any post-employment payments or benefits that may be due under the Agreement or otherwise shall begin only upon the date of the Executive’s
“separation from service” (determined as set forth below) which occurs on or after the termination of the Executive’s
employment. The following rules shall apply with respect to distribution of the payments or benefits, if any, to be provided to the
Executive under the Agreement, as applicable:
(a) It is intended
that each installment of the payments or benefits provided under the Agreement or otherwise shall be treated as a separate “payment”
for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Neither
the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the
extent specifically permitted or required by Section 409A.
(b) If, as
of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee”
(within the meaning of Section 409A), then each installment of the post-employment payments or benefits, if any, shall be made on
the dates and terms set forth in the applicable agreement.
(c) If, as
of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee”
(within the meaning of Section 409A), then:
(i)
Each installment of the post-employment
payments or benefits due under the Agreement or otherwise that, in accordance with the dates and terms set forth herein, will in all
circumstances, regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral
period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation
Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms
set forth in the Agreement; and
15
(ii)
Each installment of the post-employment
payments or benefits due under the Agreement or otherwise that is not described in Section 1(c)(i) of this Exhibit A and
that would, absent this subsection, be paid within the six (6)-month period following the Executive’s “separation from
service” from the Company shall not be paid until the date that is six (6) months and one day after such separation from
service (or, if earlier, within the permitted Section 409A period following the Executive’s death), with any such
installments that are required to be delayed being accumulated during the six (6)-month period and paid in a lump sum on the date
that is six months and one day following the Executive’s separation from service and any subsequent installments, if any,
being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this
sentence shall not apply to any installment of payments or benefits if and to the maximum extent that that such installment is
deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of
Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any
installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later
than the last day of the Executive’s second taxable year following the taxable year in which the separation from service
occurs.
2. The determination of whether
and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based
on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of Section 2 of this Exhibit A,
“Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and
414(c) of the Code.
3. All reimbursements and
in-kind benefits provided under the Agreement or otherwise shall be made or provided in accordance with the requirements of Section 409A
to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements
that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified
in the Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible
for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day
of the calendar year following the year in which the expense is incurred and (d) the right to reimbursement is not subject to set
off or liquidation or exchange for any other benefit.
4. The Company makes no representation
or warranty and shall have no liability to the Executive or to any other person if any of the provisions of the Agreement (including this Exhibit A)
are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions
of, that section.
5. The Agreement is intended
to comply with, or be exempt from, Section 409A and shall be interpreted accordingly.
[Remainder of page intentionally left blank]
16
EXHIBIT B
Non-Competition and Non-Solicitation Agreement
17
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