EXHIBIT 10.12
[GLOBAL CONSUMER LETTERHEAD]
April 28, 2009
Global Consumer Acquisition
Corp.
1370 Avenue of the Americas, 28th Floor
New York, New York 10019
Re: Agreement
Relating to the Appointment of the President of Global Consumer
Acquisition Corp.
Mr. Daniel Silvers:
This
letter agreement (the “ Letter Agreement ”) is
being delivered to you in connection with your agreement hereby to
serve as the President (“ President ”) of Global
Consumer Acquisition Corp., a Delaware corporation (the “
Company ”). In connection with and in consideration of
your appointment as President, and in consideration of the
representations, warranties and mutual covenants made in this
Letter Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Acknowledgement of Appointment .
You hereby acknowledge that the Board of Directors of the Company
(the “ Board ”) will appoint you to serve as
President of the Company until the earlier of (i) your
resignation, removal or death or (ii) the due election and
qualification of your successor.
2. Equity Compensation .
a. In consideration of your service as
President, the Company agrees to grant you 50,000 restricted stock
units (the “ Restricted Stock Units ”) with
respect to shares of the Company’s common stock (“
Common Stock ”), subject to approval of the
Company’s stockholders of the issuance of the Restricted
Stock Units in connection with the solicitation of proxies for
approval of a Business Combination (as defined below). The Company
hereby agrees that it will not solicit proxies or consents from its
stockholders for approval of a Business Combination unless the
Company solicits proxies or consents from its stockholders to
approve the issuance of the Restricted Stock Units concurrently
therewith.
For purposes of this Letter Agreement, “
Business Combination ” shall mean the initial
acquisition by the Company of one or more assets or operating
businesses with a fair market value of at least 80% of the
Company’s net assets held in trust (net of taxes and amounts
disbursed for working capital purposes and excluding the amount
held in the trust account representing a portion of the
underwriters’ discount) at the time of the acquisition
through a merger, capital stock exchange, asset or stock
acquisition, exchangeable share transaction or other similar
business combination, pursuant to which the Company will require
that a majority of the shares of common stock voted by the public
stockholders are voted in favor of the acquisition and less than
30% of the public stockholders both vote against the proposed
acquisition and exercise their conversion rights.
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b. The Restricted Stock Units shall become fully
vested on the closing date of a Business Combination (the “
Vesting Date ”); provided, however , that
(i) you have been performing services for the Company from the
date hereof up to and including the Vesting Date; and (ii) the
Business Combination occurs by November 27, 2009. Payment and
settlement of Restricted Stock Units will occur on the date that is
180 calendar days after the closing date of the Business
Combination. Restricted Stock Units granted hereunder will be
settled by delivery of one share of Common Stock for each
Restricted Stock Unit settled.
c. If you resign as President for any reason or
are terminated from as President for cause (as determined by a
majority of the Board or Jason N. Ader, in his capacity as Chief
Executive Officer of the Company) prior to the consummation of a
Business Combination, you acknowledge and agree that the Company
shall have no obligation hereunder to solicit proxies or consents
from its stockholders to approve the grant of the Restricted Stock
Units and you forfeit any rights, powers or privileges to receive
Restricted Stock Units or shares of Common Stock in
connection therewith.
3. Lock-Up . You agree that during
the Lock-up Period (as defined below), you will not offer, sell,
contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of, directly or indirectly,
(i) the Restricted Stock Units or any part thereof,
(ii) any shares of Common Stock or (iii) any other
securities of the Company (collectively, the “
Securities ”). The foregoing restriction is expressly
agreed to preclude you or any of your affiliates from engaging in
any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or
disposition of any Securities or any part thereof. Such prohibited
hedging or other transactions would include, without limitation,
any short sale or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with
respect to the Securities or any part thereof. The “
Lock-Up Period ” will commence on the date of this
Letter Agreement and continue for a period of 180 calendar
days after the closing date of a Business Combination.
Notwithstanding the foregoing, during the
Lock-Up Period you may transfer the Securities or any part thereof
(i) as a bona fide gift or gifts, provided that the donee or
donees thereof agree to be bound by the restrictions set forth
herein or (ii) to any trust for the direct or indirect benefit
of you or your immediate family, provided that the trustee of the
trust agrees to be bound by the restrictions set forth herein, and
provided further that any such transfer shall not involve a
disposition for value. For purposes hereof, “ immediate
family ” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin. You further
understand and agree that this paragraph 3 is irrevocable and shall
be binding upon your heirs, legal representatives, successors, and
assigns.
4. Waiver of Trust . You hereby
acknowledge that the aggregate gross proceeds from the
Company’s initial public offering (“ IPO
”), including the proceeds received upon the consummation of
the exercise of the over-allotment option, and proceeds received
from a private placement that closed simultaneously with the first
closing of the IPO, was placed in a trust account (the “
Trust Account ”) for the benefit of the
Company’s public stockholders. You further acknowledge and
agree that you do not have any right, title, interest or claim of
any kind in or to any monies in the Trust Account established by
the Company (“ Claim ”) and hereby waive any
Claim you may have in the future as a result of, or arising out of,
the matters contemplated by this Letter Agreement and will not seek
recourse against the Trust Account for any reason whatsoever,
including any accrued interest not released to the Company in
accordance with the terms of the IPO.
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