Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On November 5, 2021, Emerald Holding, Inc. (the "Company") entered into a
Special Bonus Agreement with Mr. David Doft, the Chief Financial Officer of the
Company, in the aggregate gross amount of $600,000 (the "Special Bonus"). The
Special Bonus vests in three equal installments on December 1, 2021, January 1,
2023 and January 1, 2024, subject to Mr. Doft's continued employment through
each of the vesting dates. If Mr. Doft's employment is terminated for any reason
other than (i) the Company terminating his employment without Cause, (ii) Mr.
Doft terminating his employment for Good Reason, or (iii) the event of the
executive's death or Disability (as such capitalized terms are defined in Mr.
Doft's employment agreement with the Company), Mr. Doft will forfeit all rights
to receive any portion of the Special Bonus that he has not already received. In
the event that Mr. Doft's employment is terminated by the Company without Cause,
by Mr. Doft for Good Reason, or due to his death or Disability, Mr. Doft will
remain eligible to receive the Special Bonus installments, at the same time as
they were originally scheduled to be paid, subject to Mr. Doft's execution and
delivery of an irrevocable general release of claims.
The foregoing description of the terms applicable to the Special Bonus for Mr.
Doft is qualified in its entirety by reference to the Special Bonus Agreement
entered into between the Company and Mr. Doft, a copy of which will be filed as
an exhibit to the Company's Annual Report on Form 10-K for the Year Ended
December 31, 2021.
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