Ridgepost Capital, Inc. 10-Q

Item 5. Other Information William F. Souder Employment Agreement Effective as of May 12, 2023, P10 Intermediate entered into an amended and restated employment agreement with William F. Souder (the “Employment Agreement”), which superseded and replaced in its entirety the employment agreement that had previously been in effect between Mr. Souder and P10 Holdings. Under the terms of the Employment Agreement, which provides for substantially the same compensation and benefits as under his existing employment agreement, Mr. Souder will: (i) receive a base salary of $600,000; (ii) be eligible to receive an annual bonus with a target amount of 100% of his base salary; (iii) be eligible for equity award grants under the Plan; (iv) be a participant in eligible group medical, dental and 401(k) plans and P10 Intermediate shall pay 90% of employee and dependent premiums on medical and dental insurance; (v) be reimbursed for all reasonable business, promotional, travel and entertainment expenses incurred; and (vi) have a perpetual right to invest in P10 funds on a fee-free and carry-free basis. For 2023, Mr. Souder’s annual bonus and equity awards will be equivalent in value to his bonus and equity awards in 2022. During the term and for specified periods thereafter, Mr. Souder will be subject to confidentiality and non-solicitation restrictions. In addition, Mr. Souder will be subject to all written policies adopted by the Board in effect from time to time, including our Code of Ethics and Insider Trading Policy. 44 The term of the Employment Agreement is for one year, which will automatically renew for successive one-year periods unless either party provides written notice at least 90 days prior to the expiration of the then-current term. Mr. Souder may also terminate the Employment Agreement for any reason upon 21 days’ advanced written notice. If P10 Intermediate terminates Mr. Souder’s employment without cause (including by electing not to renew the term), or upon a resignation for “good reason” (as defined in the Employment Agreement), then Mr. Souder will be entitled to receive: (i) a severance payment, payable in a lump sum, equal to 12 months’ base salary; (ii) the target amount of the executive’s annual bonus; (iii) immediate vesting of any and all options, restricted stock, and restricted stock units granted to him and all carried interests in the investment vehicles of the “affiliated entities” (as defined in the Employment Agreement) granted to him; and (iv) reimbursement for the cost of COBRA premiums for health insurance continuation coverage (to the extent such premiums exceed the contributory cost for the same coverage charged to active employees) for up to 12 months. However, if such termination occurs following the execution of a letter of intent contemplating a “change in control” (as defined in the Employment Agreement) or within 18 months following the closing of such change in control, the severance payment contemplated in clause (i) above shall be equal to 18 months’ salary (instead of 12 months’ salary) and the COBRA premium reimbursements contemplated in clause (iv) above shall continue for a period of up to 18 months (instead of 12 months). Robert Alpert and C. Clark Webb Amended and Restated Employment Agreements P10 Intermediate replaced P10 Holdings as the applicable employer in connection with a corporate restructuring. In connection with this change, effective as of May 12, 2023, Robert Alpert and C. Clark Webb also entered into an amended and restated employment agreement with P10 Intermediate (each, a “Co-CEO Agreement”), which superseded and replaced in its entirety their respective employment agreement that had previously been in effect between such executive and P10 Holdings. The term of employment under each Co-CEO Agreement is through December 31, 2023 and may be renewed annually thereafter with the agreement of both parties. Under the terms of each Co-CEO Agreement, each CEO will: (i) receive a base salary of $600,000; (ii) receive an annual bonus and equity awards in the form of cash, stock options, restricted stock units and common stock with an aggregate value no less than the aggregate value of the bonus, equity awards and carried interest, including carried interest awards received by the Co-CEO in the previous year from funds not controlled by the Company (and excluded from the Summary Compensation Table included in the Company’s proxy statement) (the “Bonus”); (iii) be a participant in eligible group medical, dental and 401(k) plans and P10 Intermediate shall pay 90% of employee and dependent premiums on medical and dental insurance; (iv) be reimbursed for all reasonable business, promotional, travel and entertainment expenses incurred; and (v) have a perpetual right to invest in P10 funds on a fee-free and carry-free basis. During the term and for specified periods thereafter, each Co-CEO will be subject to confidentiality and non-solicitation restrictions. In addition, each Co-CEO will be subject to all written policies adopted by the Board in effect from time to time, including our Code of Ethics and Insider Trading Policy. If P10 Intermediate terminates a Co-CEO’s employment without cause, or upon non-renewal of the Co-CEO Agreement or upon a resignation for “good reason” (as defined in the Co-CEO Agreement), then such Co-CEO will be entitled to receive: (i) a severance payment, payable in a lump sum, equal to $1,200,000; (ii) the Bonus, pro-rated for the number of days in the fiscal year in which the termination occurred that the Co-CEO was employed by the Company; (iii) immediate vesting of any and all options, restricted stock, and restricted stock units granted to him or his affiliates and all carried interests in the investment vehicles of the “affiliated entities” (as defined in the Co-CEO Agreement) granted to him or his affiliates; (iv) reimbursement for the cost of COBRA premiums for health insurance continuation coverage (to the extent such premiums exceed the contributory cost for the same coverage charged to active employees) for up to 12 months; and (v) a release from all lock up restrictions with respect to any equity securities of the Company. On and after December 31, 2023, each Co-CEO has certain demand registration rights with respect to Company equity securities. The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement with Mr. Souder, the Co-CEO Agreement with Mr. Webb and the Co-CEO Agreement with Mr. Alpert, copies of which are filed as Exhibits 10.5, 10.4, and 10.3, respectively, to this Form 10-Q and are incorporated herein by reference. Jeff P. Gehl Severance Agreement P10 Holdings has entered into a Separation Agreement and General Release (“Severance Agreement”) with Jeff P. Gehl in connection with Mr. Gehl’s retirement on May 15, 2023. Pursuant to the Severance Agreement, upon his retirement with P10 Holdings and RCP Advisors 3, LLC, Mr. Gehl will be entitled to receive the following payments and benefits: (i) a severance payment of $1,025,000, of which $425,000 will be payable on his retirement and the remainder will be payable in twelve equal monthly installments; (ii) reimbursement for the cost of COBRA premiums for health insurance continuation 45 coverage for up to 12 months; (iii) release from all lock up restrictions with respect to any equity securities of the Company; and (iv) immediate vesting of any and all options, restricted stock, and restricted stock units granted to him and all carried interests in the investment vehicles of the “affiliated entities” (as defined in the Severance Agreement) granted to him. In consideration, Mr. Gehl will provide a full release of all claims against the Company and Affiliated Entities. In connection with the Severance Agreement, the Company and the other parties to the Controlled Company Agreement anticipate entering into an amendment to the Controlled Company Agreement to remove the Jeff P. Gehl Living Trust dated January 25, 2011 as a party to the Controlled Company Agreement and the lock up restrictions contained therein. The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Severance Agreement, a copy of which is filed as Exhibit 10.2 to this Form 10-Q and is incorporated herein by reference. 46 Item 6. Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of P10, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 26, 2021). 3.2 Amended and Restated Bylaws of P10, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 26, 2021). 4.1 Rights Agreement, dated as of October 20, 2021, by and among the Company and American Stock Transfer & Trust Company, LLC, as rights agent (incorporate by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 26, 2021). 10.1* Form of Stock Option Agreement under the 2021 Incentive Plan. 10.2* Separation Agreement and General Release, dated as of May 12, 2023, by and among P10 Holdings, Inc., RCP Advisors 3, LLC and Jeff Gehl. 10.3* Amended & Restated Employment Agreement, dated as of May 12, 2023, by and between P10 Intermediate Holdings LLC, and Robert Alpert. 10.4* Amended & Restated Employment Agreement, dated as of May 12, 2023, by and between P10 Intermediate Holdings LLC, and C. Clark Webb. 10.5* Employment Agreement, dated as of May 12, 2023, by and among P10 Intermediate Holdings LLC and William F. Souder. 31.1* Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.3* Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.3* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 47 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, thereunto duly authorized. P10, Inc. Date: May 15, 2023 By: /s/ Robert Alpert Robert Alpert Co-Chief Executive Officer and Chairman of the Board of Directors (Co-Principal Executive Officer) Date: May 15, 2023 By: /s/ C. Clark Webb C. Clark Webb Co-Chief Executive Officer and Director (Co-Principal Executive Officer) Date: May 15, 2023 By: /s/ Amanda Coussens Amanda Coussens Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 48