Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262472
PROSPECTUS SUPPLEMENT NO. 5
(To the Prospectus dated March 30, 2023)
Primary
Offering of
15,800,000 Shares of Class
A Common Stock Issuable Upon Exercise of Warrants
Secondary
Offering of
16,025,284 Shares of Class
A Common Stock
7,175,000 Warrants to Purchase
Shares of Class A Common Stock
This prospectus supplement
supplements the prospectus, dated March 30, 2023 (as amended, the “Prospectus”), which forms a part of our registration statement
on Form S-1 (No. 333-262472). This prospectus supplement is being filed to update and supplement the information in the Prospectus with
the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2023 (the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to the resale by the selling securityholders named in the Prospectus (or their permitted transferees) (the “Selling
Securityholders”) of (i) up to 16,025,284 shares of our Class A common stock, par value $0.0001 per share (”Class A Common
Stock”), (including (a) 7,175,000 shares that may be issued upon the exercise of the Private Warrants (as defined below) and (b)
8,850,384 PIPE Shares (as defined in the Prospectus) and (ii) up to 7,175,000 warrants to purchase shares of Class A Common Stock (the
“Private Warrants”) originally issued in a private placement that closed concurrently with the initial public offering of
Thayer Ventures Acquisition Corporation, our legal predecessor and a special purpose acquisition company (“Thayer”). In addition,
the Prospectus and this prospectus supplement relate to the issuance by us of up to (i) 7,175,000 shares of Class A Common Stock that
are issuable upon the exercise of the Private Warrants and (ii) 8,625,000 shares of Class A Common Stock that are issuable upon the exercise
warrants to purchase shares of Class A Common Stock sold as part of Thayer’s initial public offering (the “Public Warrants”
and together with the Private Warrants, the “Warrants”).
Our Class A Common Stock is
currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “ISPO” and the Warrants are listed on
Nasdaq under the symbol “ISPOW.” On August 25, 2023, the last reported sales price of our Class A Common stock was $0.7497
per share and the last reported sales price of our Warrants was $0.0400.
This prospectus supplement
should be read in conjunction with the Prospectus and is not complete without, and may not be delivered or utilized except in connection
with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus,
including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes
the information contained therein. If there is any inconsistency between the information in the Prospectus and this prospectus supplement,
you should rely on the information in this prospectus supplement.
Investing in our securities
involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our
securities in “Risk Factors” beginning on page 7 of the Prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated August 25, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 21, 2023
Inspirato Incorporated
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39791 |
|
85-2426959 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
1544 Wazee Street
Denver, CO |
|
80202 |
(Address of principal executive offices) |
|
(Zip Code) |
(303) 586-7771
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K 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 |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act |
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, $0.0001 par value per share |
|
ISPO |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Class A common stock |
|
ISPOW |
|
The Nasdaq Stock Market LLC |
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On August 21, 2023, Inspirato LLC, a wholly owned
subsidiary of Inspirato Incorporated (the “Company”), and R. Webster Neighbor, the Company’s former Chief Financial
Officer, entered into a Separation and Release Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement,
Mr. Neighbor will be entitled to (i) severance payments in an aggregate gross amount of $900,000, representing two years of Mr. Neighbor’s
annual base salary; (ii) bonus payments in an aggregate gross amount of $450,000, representing 200% of Mr. Neighbor’s 2023 annual
target bonus; (iii) accelerated vesting of 1,014,615 shares of the Company’s Class V common stock that were unvested as of the date
of Mr. Neighbor’s termination; (iv) accelerated vesting of 252,736 shares of the Company’s Class A common stock that were
subject to unvested restricted stock units (“RSUs”) as of the date of Mr. Neighbor’s termination (with the remaining
512,149 RSUs that were unvested as of the date of Mr. Neighbor’s termination being forfeited for no consideration); and (v) copayment
of Mr. Neighbor’s COBRA premiums for a period of up to 24 months, in an amount equal to the employer portion of Mr. Neighbor’s
health insurance had Mr. Neighbor remained employed by the Company through such period. All cash payments will be subject to applicable
tax withholding and will, in general, be paid in 48 bimonthly installments in accordance with the terms of the Separation Agreement.
In consideration for such benefits, Mr. Neighbor
agreed to a general release of claims in favor of the Company, not to make disparaging statements about the Company and to customary confidentiality
and cooperation covenants. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text
of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits
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.
|
Inspirato
Incorporated |
Dated: August 25, 2023 |
|
|
By: |
/s/ Robert Kaiden |
|
|
Name: Robert Kaiden
Title: Chief Financial Officer |
Exhibit 10.1
Separation and Release Agreement
This Separation and Release Agreement (“Agreement”)
is made between Inspirato LLC, a Delaware limited liability company (the “Company”) and Robert Webster Neighbor (“Executive”)
(each a “party” and together the “parties”):
WHEREAS, the Executive was employed by the Company;
WHEREAS, the Executive has separated
from employment with the Company effective July 15, 2023 (“Separation Date”);
WHEREAS, as of immediately prior to
the Separation Date, Executive held a total of 1,014,615 outstanding and unvested shares of the Class V Common Stock of Inspirato Incorporated
(the “V Shares”), with such V Shares subject to the terms and conditions of certain Profits Interest Agreements between
Executive and the Company (collectively, the “Profits Interest Agreements”).
WHEREAS,
as of immediately prior to the Separation Date, Executive held a total of 814,104 (Eight Hundred and Fourteen Thousand One Hundred
and Four) outstanding and unvested Restricted Stock Units covering an equal number of shares of the Class A Common Stock of
Inspirato Incorporated (the “RSUs”), with such RSUs subject to the terms and conditions of the Inspirato
Incorporated 2021 Equity Incentive Plan and certain Restricted Stock Unit Award Agreements thereunder between Executive and
Inspirato Incorporated (collectively, together with the Profits Interest Agreements, the “Stock Agreements”).
WHEREAS, the parties wish to ensure
an amicable separation and to provide for the release in full of all claims by the Executive;
NOW, THEREFORE, the parties agree as follows:
1. Separation
Benefits. Provided that the Executive complies with all conditions described in Section 3 of this Agreement (the “Conditions”),
the Company shall provide the following separation benefits to the Executive:
(a) Severance Pay. The Company
will pay Executive severance pay in the gross amount of $900,000.00 (Nine Hundred Thousand Dollars and 00/100), representing payment
of twenty-four (24) months’ base salary, less applicable local, state, and federal tax withholdings (“Severance Pay”).
Severance Pay payments will be deposited directly into Executive’s bank account(s) as Executive has designated in the Company’s
payroll service. Except as provided in this Section 1(a), Severance Pay will be paid in forty-eight (48) substantially equal bimonthly
installments, each in the gross amount of $18,750.00 (Eighteen Thousand Seven Hundred and Fifty Dollars and 00/100), in accordance with
the Company’s payroll practice for Colorado employees (“Separation Pay Installments”). Separation Pay Installments
shall begin to accrue and, subject to the occurrence of the First Payment Date (as defined below), be paid out on July 31, 2023 and continue
for 48 payroll cycles thereafter, subject to all conditions herein. The first payment of Severance Pay under this Agreement shall be
made to Executive on the first regularly-scheduled Company payday for Colorado employees that is at least eight (8) business days after
Executive signs and returns the signed original of this Agreement to the Company, unless revoked in accordance with Section 6 below (the
“First Payment Date”). The first payment of Severance Pay under this Agreement shall include a catch-up payment to
cover any Separation Pay Installments that accrued prior to the First Payment Date. Severance Pay will not be subject to voluntary employee
deferral or employer matching contributions pursuant to any pension or other retirement plan. Each payment pursuant to this section is
intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(b) Incentive
Compensation. The Company will pay Executive incentive compensation in the amount of $450,000.00 (four hundred and fifty
thousand dollars and 00/100), representing 200% of Executive’s Target Bonus as defined in Executive’s Employment
Agreement for the year of 2023, less applicable local, state, and federal tax withholdings (“Incentive Compensation”).
Incentive Compensation payments will be deposited directly into Executive’s bank account(s) as Executive has designated in the
Company’s payroll service. Except as provided in this Section 1(b), Incentive Compensation will be paid in forty-eight (48)
substantially equal bimonthly installments, each in the gross amount of $9,375.00 (Nine Thousand Three Hundred and Seventy-Five
Dollars and 00/100), in accordance with the Company’s payroll practice for Colorado employees (“Incentive Compensation
Installments”). Incentive Compensation Installments shall begin to accrue and, subject to the occurrence of the First Payment
Date, be paid out on July 31, 2023 and continue for 48 payroll cycles thereafter, subject to all conditions herein. The first
payment of Incentive Compensation under this Agreement shall be made to Executive on the First Payment Date. The first payment of
Incentive Compensation under this Agreement shall include a catch-up payment to cover any Incentive Compensation Installments that
were accrued prior to the First Payment Date. Incentive Compensation will not be subject to voluntary employee deferral or employer
matching contributions pursuant to any pension or other retirement plan. Each payment pursuant to this section is intended to
constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(c) Equity Securities. Unless
revoked in accordance with Section 6 below, on the First Payment Date, or if this date falls on a holiday or weekend, the next business
day following the First Payment Date, (i) 100% of the V Shares shall immediately accelerate and fully vest (the “V Share Acceleration”),
and (ii) 252,736 (Two Hundred and Fifty Two Thousand Seven Hundred and Thirty-Six) RSUs shall immediately accelerate and fully vest (the
“RSU Acceleration,” and together with the “V Share Acceleration,” the “Equity Award Acceleration”),
and the remaining 512,149 (Five Hundred and Twelve Thousand One Hundred and Forty-Nine) RSUs will be forfeited for no consideration in
accordance with the terms and conditions of the applicable Stock Agreements. The total number of shares subject to the Equity Award Acceleration
is equal to the sum of (x) the aggregate number of V Shares and RSUs that would have vested had Executive remained an employee of the
Company through the one (1) year anniversary of the Separation Date, plus (y) 50% of the remaining aggregate number of V Shares
and RSUs, with such Equity Award Acceleration applying first to the V Shares and then to the RSUs.
(d) COBRA. Subject to Executive’s
copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits
under COBRA, the Company shall pay to the group health plan provider a monthly payment equal to the monthly employer contribution that
the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until
the earliest of (A) the twenty-four (24) month anniversary of the Date of Termination; (B) the Executive’s eligibility for group
medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation
rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or
the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public
Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified
above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular Colorado payroll
dates. Each taxable payment pursuant to this section is intended to constitute a separate payment for purposes of Treasury Regulation
Section 1.409A-2(b)(2).
2. Release
in Full of All Claims. In exchange for the promises described in Section 1 of this Agreement, the Executive, for himself/herself
and his/her heirs, assigns and personal representatives, fully and completely releases the Company and its parents, subsidiaries and
affiliated entities and all predecessors and successors thereto, and all benefit plans thereof, and all of their respective
shareholders, members, partners, directors, officers, managers, employees, attorneys, administrators and agents (each a
“Releasee” and collectively the “Releasees”) from any and all claims or causes of action that
the Executive may have against the Releasees, known or unknown, including claims or causes of action that relate in any way to the
Executive’s employment with any Releasee or the termination thereof, from the beginning of time through the date the Executive
signs this Agreement (each a “Released Claim” and together the “Released Claims”), including
but not limited to the following:
(a) federal, state or local laws prohibiting
discrimination (including harassment and retaliation) in employment, such as: (i) the Age Discrimination in Employment Act (“ADEA”),
the Older Workers Benefit Protection Act, and the Executive Order 11141, which prohibit discrimination based on age; (ii) Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and the Executive Order 11246,
which prohibit discrimination based on race, color, national origin, religion, or sex; (iii) the Genetic Information Nondiscrimination
Act, which prohibits discrimination on the basis of genetic information; (iv) the Americans With Disabilities Act and Sections 503 and
504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; (v) the National Labor Relations Act, which
prohibits discrimination for engaging in certain concerted protected activity; (vi) the Occupational Safety and Health Act and the Mine
Safety and Health Act, which prohibit discrimination for engaging in certain safety-related activity; (vii) the Sarbanes Oxley Act, which
prohibits discrimination for engaging in certain whistleblowing activity; and (viii) the Colorado Anti-Discrimination Act (C.R.S. 24-34-301
et seq. and 24-34-401 et seq.), which prohibits discrimination on many of the bases described above;
(b) federal, state or local laws regarding
wages and hours, including laws regarding minimum wage, overtime compensation, wage payment, vacation pay, sick pay, compensatory time,
commissions, bonuses, and meal and break periods wages, such as the Fair Labor Standards Act and the Colorado Wage Claim Act (C.R.S. 8-4-101
et seq.);
(c) other employment laws, including
but not limited to: (i) the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances;
(ii) the Worker Adjustment and Retraining Notification Act (WARN), which requires advance notice of certain workforce reductions; (iii)
the Employee Retirement Income Security Act, which protects employee benefits (among other things); and (iv) the Uniformed Services Employment
and Reemployment Rights Act, which requires employers to provide military leave under certain circumstances; and
(d) any common law theory, including
but not limited to breach of contract (expressed or implied), promissory estoppel, wrongful discharge, outrageous conduct, defamation,
fraud or misrepresentation, tortious interference, invasion of privacy, negligent hiring or supervision, or any other claims based in
contract, tort or equity.
Notwithstanding the foregoing, the Released Claims do
not include claims for breach of this Agreement, claims related to rights to indemnification or insurance the Executive has pursuant
to contractual arrangements with the Company or its parent, corporate documents of the Company or its parent, claims that arise
after the Executive signs this Agreement, claims for vested pension benefits, claims for workers’ compensation benefits or
unemployment compensation benefits, and any other claims that cannot by law be released by private agreement. In addition, this
release does not prevent the Executive from filing: (i) a lawsuit to challenge the effectiveness of a release of claims of age
discrimination under the ADEA; or (ii) a charge with a governmental agency, including but not limited to the U.S. Equal Employment
Opportunity Commission (“EEOC”) and the U.S. Securities and Exchange Commission (“SEC”), but the
Executive is waiving his/her right to recover any monetary or injunctive relief pursuant to any such charge. Notwithstanding the
foregoing, this Agreement does not prevent the Executive from recovering an award from or by a governmental agency for providing
information.
Executive acknowledges and agrees that the Executive is
releasing both known and unknown claims and waives the benefit of any statute purporting to prevent the Executive from releasing unknown
claims, including but not limited to the protection of Cal. Civ. Code Section 1542, which states:
A general release does not extend to claims that the
creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known
by him or her, would have materially affected his or her settlement with the debtor or released party.
3. Conditions. The Executive
shall comply with the following terms, as conditions of payment, and in the event that the Executive fails to satisfy these conditions,
the Company shall have no obligation to provide any separation benefits pursuant to Section 1 and shall be entitled to a refund of any
separation benefits previously paid:
(a) Execution
and Return of Agreement. The Executive shall sign this Agreement and return the signed original of the Agreement to the Company within
twenty-one (21) days after the Separation Date and shall not revoke it, except as otherwise described in Section 6, below.
(b) Property. The Executive
shall return all Company property in the Executive’s possession, custody or control on or before the Separation Date, including
but not limited to all motor vehicles, computer hardware, office equipment, tools, telephones, credit cards, keys, card keys, and the
originals and all copies of all documents, files, computer software and electronic data (including any and all copies of the Company’s
proprietary software, commensurate source code and engineering designs); provided, however, that the Executive may retain copies of documents
reflecting the Executive’s compensation and benefits from the Company. By signing this Agreement, the Executive represents and warrants
that the Executive has fully complied with this Section 3(b).
(c) Non-Disparagement. The Executive
shall not malign or disparage any of the Releasees or the Company’s business, products, services, customers or clients. The Company
shall direct its officers and directors to not malign or disparage the Executive. Nothing in this Agreement shall preclude a party from:
(i) reporting violations of law to law enforcement officials; (ii) giving truthful testimony under oath in a judicial, administrative,
or arbitral proceeding; or (iii) making truthful statements to governmental agencies (including but not limited to the EEOC and SEC).
By signing this Agreement, the Executive represents and warrants that the Executive has fully complied with this Section 3(c).
(d) Confidential
Information.
(i) Executive shall not disclose
to any third party, or use for the benefit of the Executive or any third party, any Confidential Information. For purposes of this
Agreement, “Confidential Information” shall mean: (A) all trade secrets of the Releasees, as that term is defined
in the Colorado Uniform Trade Secrets Act, C.R.S. 7-74-101 et seq.; (B) all intellectual property of the Releasees, including but
not limited to all inventions, discoveries, ideas or processes that have been or could be protected by patent, trademark, copyright
or similar protections; (C) all communications or information to or from counsel for any of the Releasees that constitute attorney
work product or are protected by attorney-client privilege; and (D) all other non-public information concerning the business or
operations of the Releasees, including but not limited to information concerning organization, management, finances, business plans
and strategies, clients and customers, relationships with contractors and vendors, proprietary or specialized computer software,
employees, products and services, equipment and systems, methods, processes and techniques, and prospective and executed contracts
and other business arrangements.
(ii) In response to any subpoena,
court order or other legal process purporting to require disclosure of Confidential Information, the Executive shall: (A) immediately
notify the Company; (B) take all lawful steps, at the Company’s expense, to resist the subpoena, court order or other process unless
otherwise directed by the Company; and (C) cooperate fully, at the Company’s expense, with all lawful efforts by the Company to
protect the Confidential Information from disclosure.
(iii) Notwithstanding the foregoing,
18 U.S.C. §1833(b) provides, in part: “(1) An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the
trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files
any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
Nothing in this Agreement, any other agreement executed by the Executive, or any Company policy is intended to conflict with this statutory
protection.
(e) Other Agreements. The Executive
shall fully comply with all other agreements between the Executive and the Company (or any parent, subsidiary or affiliate of the Company
or predecessor or successor thereto), the Continuing Obligations set forth in the Employment Agreement between the Executive and the Company
signed on March 15, 2023, and any other agreements regarding confidentiality, protection of intellectual property, noncompetition, or
nonsolicitation (each an “Other Agreement”); provided, however, that in the event of any conflict between any provision
of this Agreement and a provision of an Other Agreement, the provision providing the greater protection to the Company shall control.
(f) Cooperation and Assistance.
For a period of one year from and after the Separation Date, the Executive shall cooperate with and assist the Company, without out-of-pocket
expense to the Executive, by sharing the knowledge the Executive has gained during the course of employment with the Company as reasonably
requested by the Company.
4. No
Other Claims. The Executive represents and warrants that:
(a) Executive has no Released Claims
pending against the Company or any other Releasee and has not assigned or transferred any Released Claim to anyone;
(b) Executive has been timely paid
all compensation owed for services rendered through the Separation Date, including all salary, wages, bonuses, commissions, overtime compensation
(if applicable) and payment for all accrued but unused vacation, and has timely received all meal periods and rest breaks to which the
Executive may have been entitled;
(c) Executive has been fully reimbursed
for all business expenses incurred by the Executive for which the Executive was entitled to reimbursement;
(d) Executive
has not suffered any work-related injury or illness as an employee of the Company or any other Releasee and is not aware of any facts
or circumstances that would give rise to a workers’ compensation claim by the Executive against the Company or any other Releasee;
and
(e) Executive has
not suffered any sexual harassment or sexual abuse as an employee of the Company or any other Releasee and is not aware of any facts or
circumstances that would give rise to such a claim by the Executive against the Company or any other Releasee.
5. Acknowledgements.
By signing this Agreement, the Executive acknowledges and agrees that:
(a) the consideration described in
Section 1 of this Agreement is consideration to which the Executive would not otherwise be entitled, but for the signing of this Agreement;
(b) Executive has been advised to consult
with legal counsel and a tax professional, including with regard to Section 409A, as defined below, about this Agreement and has been
given an opportunity to do so;
(c) Executive has been given the amount
of time specified in Section 3(a) within which to consider this Agreement before signing it, any changes to this Agreement did not restart
the consideration period, and if the Executive has signed this Agreement in less than the specified consideration period, the Executive
has done so voluntarily;
(d) Executive is not relying on any
promises or representations of any kind, except those set forth in this Agreement; and
(e) Executive has signed this Agreement
voluntarily, of the Executive’s own free will, and without any threat, intimidation or coercion.
6. Revocation.
The Executive may revoke this Agreement by delivering written notice of revocation to the Company by email, delivery or U.S. Mail
addressed as follows, which notice must be received not later than the seventh (7th) calendar day following the Executive’s
signing of this Agreement, and this Agreement shall not become effective until the seven-day revocation period has expired without
revocation by the Executive:
Inspirato LLC
1544 Wazee Street
Denver, CO 80202
Email: [****]
Attn: [****]
7. Confidentiality.
The existence and terms of this Agreement are strictly confidential and shall not be disclosed by the Executive to anyone except (a)
the Executive’s spouse, attorneys and tax advisors, and then only after securing their agreement to be bound by this provision;
or (b) in response to inquiry from a taxing authority or otherwise as required by law.
8. Invalidity
of Release. If any provision of Section 2 of this Agreement is held to be invalid or unenforceable and the Executive is
permitted to and does assert any Released Claim against a Releasee, the Company shall be entitled to an immediate refund of one
hundred percent (100%) of all payments made pursuant to Section 1 of this Agreement, in addition to any other remedy available to
the Company under law or equity; provided, however, that this provision shall not apply to a claim of age discrimination under the
ADEA unless ordered by a court of law.
9. Severability.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall be unaffected and shall continue
in full force and effect.
10. No
Admission. The parties agree that this Agreement is not an admission, and shall not be construed as an admission, by either Party
of any violation of law or other wrongdoing of any kind.
11. Attorney
Fees and Costs. In any litigation, arbitration or other proceeding arising out of or relating to this Agreement, the prevailing party
shall be entitled to recover his/her/its reasonable attorney fees and costs; provided, however, that this provision shall not apply to
a claim of age discrimination under the ADEA or a suit challenging the validity of a release of age discrimination claims under the ADEA.
12. Controlling
Law; Venue. This Agreement shall be governed by the laws of the State of Colorado, without regard to any state’s
principles regarding conflict of laws; provided, however, that this Agreement shall be governed by the laws of the State of
California if the Executive’s principal work location as of the Separation Date was in California. Any action arising out of
or relating to this Agreement shall be brought only in the state or federal courts in or for Denver, Colorado and the Executive and
the Company hereby waive any right that they might have to challenge the selection of those forums, including but not limited to
challenges to personal jurisdiction, venue, or the convenience of the forum.
13. Code
Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”), or an exemption thereto, and payments may only be made under this Agreement upon an event and
in a manner permitted by Section 409A or an exception thereto. Accordingly, this Agreement shall be interpreted in a manner
consistent with the requirements of Section 409A to the extent applicable. Any payments under this Agreement that may be excluded
from Section 409A either as a short-term deferral or as separation pay due to an involuntary separation from service shall be
excluded from Section 409A to the maximum extent possible. All separation payments to be made upon the termination of employment
hereunder may only be made upon a “separation from service” within the meaning of Section 409A. Each amount to be paid
or benefit provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A.
Notwithstanding any other provision in this Agreement or in any other document, the Company shall not be responsible for the payment
of any applicable taxes incurred by the Executive pursuant to this Agreement, under Section 409A or otherwise. The Company makes no
representation that any or all of the payments and benefits described in this Agreement will be exempt from or comply with Section
409A, and the Executive agrees that the Company is not responsible for any liabilities arising to the Executive under 409A.
14. Entire Agreement. This Agreement,
together with the Stock Agreements (except as amended hereby) is the entire agreement between the parties regarding the matters addressed
herein, and it supersedes and replaces all prior agreements, representations, negotiations or discussions between the parties regarding
such matters, whether written or oral, including, but not limited to, the Employment Agreement by and between the Executive and the Company
dated March 15, 2023. This Agreement may not be modified except in writing signed by both parties. This Agreement may be signed in counterparts,
including fax counterparts, and all counterparts together shall constitute one fully- executed agreement.
[SIGNATURES ON FOLLOWING PAGE]
Must be signed and returned by no later than September 8,
2023, twenty-one (21) days from the date this Agreement was provided to Executive.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the dates stated below.
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INSPIRATO LLC |
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By: |
/s/ Brent Handler |
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Brent Handler |
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Its: |
Chief Executive Officer |
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Date: |
8/21/2023 |
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EXECUTIVE |
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By: |
/s/ Robert Webster
Neighbor |
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Robert Webster Neighbor |
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Date: |
8/21/2023 |
Inspirato (NASDAQ:ISPO)
過去 株価チャート
から 5 2024 まで 6 2024
Inspirato (NASDAQ:ISPO)
過去 株価チャート
から 6 2023 まで 6 2024