Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this "Agreement"), is made and entered into on November 11, 2022, by and among Lulu's Fashion Lounge, LLC, a Delaware
limited liability company (the "Company"), Lulu's Fashion Lounge Holdings, Inc., a Delaware corporation and indirect
parent of the Company ("Parent") and David W. McCreight ("Executive"). This Agreement shall become effective
as of the Effective Date (as hereinafter defined).


 


WHEREAS, the Company desires
to employ Executive as its Executive Chairman of the Board of Directors, on the terms and conditions set forth herein, commencing on March 6,
2023 (such actual date employment commences, the "Effective Date");


 


WHEREAS, effective on the
day immediately prior to the Effective Date, except as provided in this Agreement, the Executive and the Company desire to terminate Executive's
existing Employment Agreement, dated April 15, 2021 (the "2021 Agreement"); and


 


WHEREAS, Executive desires
to be employed by the Company as its Executive Chairman of the Board of Directors on the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the promises and mutual covenants and agreements contained herein, the adequacy of all of which consideration is hereby acknowledged,
the parties hereby agree as follows:


 


1. EMPLOYMENT


 


1.1 Agreement and Term.
Executive's employment and the term of this Agreement (the "Term") shall commence on the Effective Date and end on
the first anniversary of the Effective Date ("Initial Term"), subject to earlier termination as provided in Section 3;
provided, that, on the date immediately following the last day of the Initial Term (an "Extension Date"), the Term shall
be automatically extended for one additional six-month period (the "Extension Term") unless the majority of the Company's
Board of Directors (excluding the "Executive Chairman") or Executive has provided the other party hereto at least 60 days prior
written notice before the Extension Date that the Term shall not be so extended.


 


1.2 Position and Duties;
Work Location.


 


(a)            During
the Term, Executive shall serve as the Executive Chairman of the Board of Directors of the Company and Parent and shall report directly
to the Board of Directors of Parent (the "Board of Directors"). In such position, Executive shall have such duties, responsibilities
and authorities as are customarily associated with such position for an officer with the same title at a similar company and shall perform
such other duties, commensurate with Executive's position, as requested by the Board of Directors. Each member of the Board of Directors,
including Executive in his capacity as a member of the Board of Directors, shall have one vote. For purposes of this Agreement, the term
 "Company" shall include Parent and each of its subsidiaries, including the Company, unless the context clearly indicates otherwise.


 


(b)            Executive's
principal work location shall be remote, and Executive understands and agrees that Executive may be required to travel if reasonably necessary
to perform his duties and responsibilities hereunder; provided, that, he shall conduct quarterly visits to the Company's HQ for regular
working sessions with the team. However, to the extent Executive determines, after reasonable consultation with the Board of Directors,
that Executive is unable or unwilling to travel due to health and/or safety concerns implicated by such travel, such travel shall not
be required. Moreover, additional duties include but not limited to:


 


		a.	Manage and provide guidance during the new CEO transition as needed and/or requested;



 


		b.	Conduct separate weekly calls with the CEO and up to two (2) direct reports to the CEO to maintain
business continuity;



 


		c.	Lead recruitment of additional independent directors and assist in searches for CEO direct reports;



 


		d.	Lead development of the Board agenda in consultation with the CEO;



 


		e.	Participate in all quarterly earning calls, investor meetings, and non-deal road shows, and/or road shows
for offerings; and



 


		f.	Drive meaningful progress on the Company's Environmental, Social, and Governance (ESG) initiatives.



 






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In connection with the foregoing, and irrespective
of geographic considerations, Executive agrees that he shall carry out his duties and responsibilities hereunder at all times in compliance
with the Company's policies and procedures that apply to any status, title or position that Executive holds, as the same may be in effect
from time to time.


 


1.3 Outside Activities.
During the Term, Executive shall use his best efforts and faithfully execute Executive's duties, as outlined in Section 1.2 of
this Agreement. During the Term, Executive agrees to promptly bring to the attention of the Board of Directors and review with the Board
of Directors any new employment, consulting or director engagements, except for those engagements or director positions previously disclosed
and outlined in Appendix A hereto.


 


2. COMPENSATION AND BENEFITS;
EXPENSES


 


2.1 Salary. During
the Initial Term, "Base Salary" means the Company shall compensate and pay Executive for his services at a rate equivalent
to $500,000 per year, less payroll deductions and all required tax withholdings, which salary shall be payable in accordance with
the Company's customary payroll practices applicable to its executives. During the Extension Term (if any), "Base Salary"
means the Company shall compensate and pay Executive for his services at a rate equivalent to $250,000 for the Extension Term, less
payroll deductions and all required tax withholdings, which salary shall be payable in accordance with the Company's customary payroll
practices applicable to its executives.


 


2.2 Employee Benefits;
Vacation. During the Term of this Agreement, Executive shall be entitled to participate in the employee benefit plans and programs
made available to the senior leadership team of the Company. The terms and conditions of Executive's participation in any employee benefit
plan or program shall be subject to the terms and conditions of such plan or program, as may be amended or modified by the Company from
time to time. Nothing in this Agreement shall preclude the Company from amending or terminating any employee benefit plan or program in
accordance with the terms thereof.


 


2.3 Restricted Stock Unit
Grant. Effective as of the Effective Date, Executive will be granted Restricted Stock Units ("RSUs") as described
and pursuant to the terms and requirements of Lulu's Fashion Lounge Holdings, Inc. Omnibus Equity Plan (as may be amended from time
to time) (the "Plan") and Restricted Stock Unit Award Agreement ("RSU Agreement"), with the number of
RSUs determined by the Company (calculated based on the volume-weighted average price for the Effective Date plus the nine days following
the Effective Date), and approved by the Compensation Committee, with a grant date value equaling $2.0 million ("RSU Award").
Subject to the terms of the RSU Agreement and the Plan, and provided that Executive has not incurred a Termination of Service (as defined
under the Plan), the RSU Award will vest 25% on the date immediately following the last day of each calendar quarter following the Effective
Date. Effective on the Extension Term (if any), Executive will be granted an additional award of RSUs, with a grant date value equaling
$1.0 million, with the number of RSUs determined by the Company (calculated based on the volume-weighted average price for the ten days
preceding the commencement of the Extension Term), and approved by the Compensation Committee and subject to the terms of the Plan and
the RSU Agreement ("Additional RSU Award"). Subject to the terms of the RSU Agreement and the Plan, and provided that
Executive has not incurred a Termination of Service (as defined under the Plan), the Additional RSU Award will vest 50% on the date immediately
following each calendar quarter that occurs following the beginning of the Extension Term. In the event of a Change in Control (as defined
under the Plan), the RSU Award and any Additional RSU Award, including any unvested portion of such RSU Award or any Additional RSU Award,
will be 100% vested on such Change in Control.


 


2.4 Business Expenses.
The Company shall reimburse Executive for reasonable out-of-pocket fees and expenses incurred by Executive in the performance of Executive's
duties to the Company, including, but not limited to, reasonable travel expenses, including first-class, round-trip commercial airfare,
hotel accommodations, car rental or vehicle transportation, and meals, which expenses shall be subject to such reasonable documentation
requirements as may be established or required pursuant to the Company's policies as in effect from time to time.


 






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2.5 Survival of 2021 Agreement
Terms. For the avoidance of doubt, any bonus under Section 2.2 of the 2021 Agreement or equity granted to and in effect for Executive
under Section 2.4 of the 2021 Agreement prior to the Effective Date, pursuant to the terms of the 2021 Agreement, the Plan and any
equity award agreement, as applicable, shall remain in effect and shall be payable in accordance with their respective terms. Further,
for the avoidance of doubt, the parties hereto agree that the termination of the 2021 Agreement shall not be treated as a non-renewal
of the "Term" (as defined under the 2021 Agreement") by the Executive and shall not be treated as a forfeiture event for
the Annual Bonus (as defined under the 2021 Agreement) under Section 2.2 of the 2021 Agreement. Any other equity, bonus awards or
other benefits or payments referenced in the 2021 Agreement that have not been granted or are not yet effective as of the Effective Date
shall be treated as forfeited and no longer in effect.


 


3. TERMINATION AND CHANGE
IN CONTROL.


 


3.1 Notice of Termination.
With the exception of termination of Executive's employment due to Executive's death, any purported termination of Executive's employment
by the Company for any reason, including without limitation for Cause or Disability, or by Executive for any reason, shall be communicated
by a written Notice of Termination (as defined below) to the other party. For purposes of this Agreement, "Notice of Termination"
means a dated notice that: (i) indicates the specific termination provision in this Agreement relied upon; (ii) is given
in the manner specified in Section 5.2; and (iii) specifies a Termination Date, which may be the date of the notice, and "Termination
Date" means the date specified in the Notice of Termination; provided that in the event of a termination by Executive without
Good Reason (as defined below), the Termination Date shall not be less than sixty (60) days after such notice, unless otherwise agreed
to by the parties. For the avoidance of doubt, the Term shall end on the Termination Date.


 


3.2 Termination Due to
Death or Disability. If Executive's employment and the Term is terminated by reason of Executive's death or Disability, Executive
or his estate shall be entitled to receive: (i) Executive's earned but unpaid Base Salary through the Termination Date; (ii) an
amount for reimbursement, paid within 30 days following submission by Executive (or if applicable, Executive's estate) to the Company
of appropriate supporting documentation for any unreimbursed reasonable business expenses properly incurred prior to the Termination Date
by Executive pursuant to Section 2.4 and in accordance with Company policy; and (iii) such employee benefits, if any, to which
Executive (or, if applicable, Executive's estate) or his dependents may be entitled under the employee benefit plans or programs of the
Company, paid in accordance with the terms of the applicable plans or programs (the amounts described in clauses (i) through (iii) hereof
being referred to collectively as the "Accrued Rights"). For purposes of this Agreement, "Disability" means
Executive is unable to perform the essential functions of his position with substantially the same level of quality as immediately prior
to such incapacity by reason of any medically determinable physical or mental impairment which has lasted or can reasonably be expected
to last for a period of 90 or more consecutive days or 120 days during any consecutive six-month period, as determined by a physician
to be selected by the Company and approved by Executive, such approval not to be unreasonably delayed or withheld.


 


3.3 Termination or Non-Renewal
by Executive Other Than for Good Reason. In the event Executive terminates his employment and the Term, including not renewing the
Term pursuant to Section 1.1, Executive shall be entitled to receive the Accrued Rights.


 


3.4 Termination by the
Company for Cause. In the event the Company terminates his employment and the Term for Cause, Executive shall be entitled to receive
the Accrued Rights.


 






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3.5 Termination by the
Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause (other
than due to death or Disability) or by Executive for Good Reason, then, subject to Executive's continued compliance with this Agreement
and Executive's execution, delivery and non-revocation of a fully effective release of all claims against the Company in substantially
the form attached as Appendix B hereto (the "Release") within the 40-day period following the date of the
termination of Executive's employment (the "Release Requirement"), Executive shall be entitled to the following severance
benefits, in addition to the Accrued Rights:


 


(a)            an
aggregate amount equal to Executive's then-current annual Base Salary, payable in a lump sum within 30 days following satisfaction by
Executive of the Release Requirement;


 


(b)            subject
to Executive timely electing COBRA (as defined below) coverage, the Company shall reimburse Executive for Executive's monthly COBRA premiums
for a period of 12 months after the Termination Date; and


 


(c)            100%
vesting of any unvested RSU Award or Additional RSU Award that has been granted pursuant to Section 2.3 of this Agreement.


 


For purposes of this Agreement, "Cause"
shall mean: (i) the material failure by Executive to reasonably and substantially perform Executive's duties under this Agreement
(other than as a result of physical or mental illness or injury) or to comply with a lawful directive or order of the Board that has continued
after the Company has provided written notice of such failure and the Executive has not cured such failure within twenty (20) business
days after the date of such written notice; (ii) willful misconduct or gross negligence in the performance of his duties; (iii) breach
of fiduciary duty or duty of loyalty to any member of the Company ; (iv) engagement in fraud, embezzlement, or any other act of material
dishonesty; (v) commission of any felony or other serious crime involving moral turpitude; (vi) material breach of the Executive's
obligations under any agreement between the Executive and any member of the Company, which, if such breach is reasonably susceptible to
cure, has continued after the Company has provided written notice of such breach and the Executive has not cured such failure within 30
days after the date of such written notice; (vii) material breach of the Company's material written policies or procedures (other
than policies related to sexual harassment, sexual misconduct, or sex-based discrimination) after the Company has provided written notice
of such breach and the Executive has not cured such breach (if curable) within 30 days after the date of such written notice, or (viii) conduct
that constitutes sexual harassment, sexual misconduct, or sex-based discrimination. Notwithstanding the foregoing, "Cause" shall
not include failure by Executive to travel or engage in in-person interactions to the extent such failure to travel or meet is due to
health and safety issues and/or the Executive's agreed travel limits described in Section 1.2(b)


 


For purposes of this Agreement, "Good
Reason" shall mean the occurrence of any of the following without Executive's consent during the Term: (i) any reduction
of or failure to pay Executive's Base Salary in accordance with Sections 2.1 above, (ii) a material decrease in Executive's Base
Salary (other than as part of an across-the-board base salary reduction of 10% or less applicable to all similarly-situated employees
of the Company), (iii) a material diminution in the Executive's title, reporting structure, duties, authorities, or responsibilities
(other than temporarily while physically or mentally incapacitated or as required by applicable law), (iv) a material breach by the
Company of the material terms of this Agreement, (v) requiring Executive to relocate to California or some other geographical location
more than 45 miles from his current residence, or (vi) requiring Executive to materially increase the number of business travel days
as described in Section 1.2(b). Good Reason shall not occur unless Executive provides a detailed written notice to the Company of
any fact or circumstance believed by Executive to constitute Good Reason within 30 days following the occurrence of such fact or circumstance,
the Company is given at least 30 days to cure such fact or circumstance, and Executive terminates his employment immediately following
such 30-day cure period in the event the Company fails to cure such fact or circumstance.


 


3.6 Change in Control Payment.
Provided that Executive has not previously incurred a Termination of Service (as defined under the Plan), at the time of a Change in Control
(as defined under the Plan), Executive will receive a cash payment equal to the remaining unpaid Base Salary for the Initial Term or Extension
Term (as applicable) in which such Change in Control occurs (the "Change in Control Payment"). Any Change in Control
Payment will be paid in a single lump sum within 30 days of such Change in Control, less all applicable taxes and withholdings.


 






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3.7 No Other Benefits Upon
Termination. Except as provided in the applicable subsection of this Section 3 or in Section 2.2 hereof, and except for
any vested benefits under any tax qualified retirement plans of the Company, and continuation of health insurance benefits on the terms
and to the extent required by Section 4980B of the Code and Section 601 of the Employee Retirement Income Security Act of 1974,
as amended (which provisions are commonly known as "COBRA"), the Company shall have no additional obligations upon the
termination of Executive's employment with the Company.


 


3.8 Cooperation with Company
after Termination of Employment. Following termination of Executive's employment for any reason, Executive shall reasonably cooperate
with the Company in all matters relating to the winding up of his pending work on behalf of the Company including, but not limited to,
the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company. The Company shall
reimburse Executive for any reasonable out-of-pocket expenses he incurs in performing any work on behalf of the Company following the
Termination Date.


 


4. NON-SOLICITATION & NON-COMPETITION


 


4.1 Non-Solicit; Non-compete.


 


(a)            Executive
agrees that he shall not, directly or indirectly, during the Term and for the 24-month period following the Termination Date, (i) solicit
or hire or engage or attempt to solicit or hire or engage, as applicable, any employee or individual who was an employee within the six-month
period immediately prior thereto to terminate or otherwise alter his or her employment with the Company or (ii) solicit or encourage
any independent contractor providing services to the Company to terminate or alter in a manner adverse to the Company such independent
contractor's relationship with the Company.


 


(b)            Executive
further agrees that he shall not, directly or indirectly, during the Term and for the 12-month period following the Termination Date,
(i) become an employee, director, or independent contractor, stockholder or other owner (other than a holder of less than 1% of the
outstanding voting shares of any publicly held company) of, or a consultant to, or perform any services for, any Person that offers products
that are directly and materially competitive with the Company's offerings (any such Person, or any other Person that competes with any
member of the Company, a "Competing Business") or (ii) solicit or engage or attempt to solicit or engage, as applicable,
any current or prospective vendor or supplier of the Company in connection with a Competing Business or to terminate or alter in a manner
adverse to the Company such vendor or supplier's relationship with the Company.


 


(c)            For
purposes of this Article 4, "Person" shall mean any individual, partnership, corporation, limited liability company, unincorporated
organization, trust or joint venture, or a governmental agency or political subdivision thereof.


 


4.2 Non-Disparagement.
During the Term and thereafter, Executive agrees that he will not, at any time, make or encourage others to make, directly or indirectly,
any oral or written statements that are disparaging or defamatory of the Company, its products, services, customers or suppliers, or any
of its present or former officers, directors or employees. Additionally, the Company agrees that its officers and members of the Board
of Directors will not, at any time, make or encourage others to make, directly or indirectly, any oral or written statements that are
disparaging or defamatory of Executive. Notwithstanding the foregoing, this Section 4.2 shall not preclude Executive or the Company
from making any truthful statement as expressly provided by Section 4.3 or (i) to the extent required or protected by law, subpoena,
court order or legal process, (ii) to a government agency or other governmental or regulatory authority, (iii) in the course
of any legal, arbitral or regulatory proceeding or (iv) in connection with an internal investigation by the Company regarding unlawful
acts in the workplace.


 






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4.3 Confidential Information.
Executive acknowledges and agrees that all information regarding the Company or the activity of any member of the Company that is
not generally known to persons not employed or retained (as employees or as independent contractors or agents) by the Company, including
without limitation information about the customers, business connections, customer lists, procedures, operations, trade secrets, techniques
and other aspects of and information about the business of the Company (the "Confidential Information") is established
at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting
its business. Executive further acknowledges and agrees that by virtue of his employment with the Company, he will have access to, and
will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive would disclose this
information or use it in a manner not specifically authorized by the Company. Therefore, Executive agrees that during the Term and at
all times thereafter, he will not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee,
beneficiary, co-venturer distributor, consultant or in any other capacity, use or disclose or cause to be used or disclosed any Confidential
Information, unless and to the extent that any such information becomes generally known to and available for use by the public other than
as a result of Executive's acts or omissions. Executive shall deliver to the Company at the termination of his employment and the Term,
or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and
other documents and data (and copies thereof) relating to the Confidential Information, or the business of the Company which he may then
possess or have under his control. In addition, Executive agrees that, notwithstanding the foregoing, to the extent Executive is compelled
to disclose Confidential Information by lawful service of process, subpoena, court order, or otherwise compelled to do by law, Executive
shall, to the extent legally permitted, provide the Company with a copy of the document(s) seeking disclosures of such information
promptly upon receipt of such document(s) and prior to Executive's disclosure of any such information, so that the Company may take
such action as it deems to be necessary or appropriate in relation to such subpoena or request and Executive may not disclose any such
information until the Company has had the opportunity to take such action. Executive cannot be held criminally or civilly liable under
any federal or state law (including trade secret laws) for disclosing a trade secret or confidential information (i) in confidence
to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting
or investigating a suspected violation of law or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.
Notwithstanding this immunity from liability, Executive may be held liable if he unlawfully accesses trade secrets or confidential information
by unauthorized means. Nothing in this Agreement (A) limits, restricts or in any other way affects Executive's communicating with
any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters
relevant to the governmental agency or entity or (B) requires Executive to notify the Company or any member of the Company about
such communication.


 


4.4 Intellectual Property


 


(a)            If
Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, intellectual property,
materials, documents or other work product (including, without limitation, research, reports, software, databases, systems, applications,
presentations, textual works, content or audiovisual materials) ("Works"), either alone or with third parties, at any
time during Executive's employment with any member of the Company and within the scope of such employment, relating to the business of
the Company and/or with the use of any the Company resources or Confidential Information ("Company Works"), Executive
shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted
by applicable law, and agrees to assign, transfer and convey, all rights, title, interest and intellectual property rights therein (including
rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company (or
as otherwise directed by the Company) to the extent ownership of any such rights does not vest originally in the Company. Executive hereby
waives and irrevocably quitclaims to the Company or its designee any and all claims, of any nature whatsoever, that Executive now has
or may hereafter have for infringement of any and all Company Works. Any assignment of Company Works includes all rights of attribution,
paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred
to as "moral rights," "artist's rights," "droit moral," or the like (collectively, "Moral Rights").
To the extent that Moral Rights cannot be assigned under applicable law, Executive hereby waives and agrees not to enforce any and
all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.


 






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(c)            Subject
to the requirements of applicable state law, if any, Company Works will not include, and the provisions of this Agreement requiring assignment
of Company Works to the Company do not apply to, any Company Work which qualifies fully for exclusion under the provisions of applicable
state law. In order to assist in the determination of which inventions qualify for such exclusion, Executive will advise the Company promptly
in writing, during and for a period of 12 months immediately following the Term, of all inventions solely or jointly conceived or developed
or reduced to practice by Executing during the Term.


 


(d)            Executive
shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract)
at the Company's expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting,
recording, patenting or registering any of the Company's rights in the Company Works. If the Company is unable for any other reason to
secure Executive's signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and
its duly authorized officers and agents as Executive's agent and attorney in fact, to act for and in Executive's behalf and stead to execute
any documents and to do all other lawfully permitted acts in connection with the foregoing.


 


(e)            Executive
shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access
to, or share with, the Company, any confidential, proprietary or non-public information or intellectual property relating to a former
employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies
and guidelines of the Company, including, without limitation, policies and guidelines regarding the protection of confidential information
and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and
guidelines from time to time, and that Executive remains at all times bound by their most current version.


 


4.5 Reasonable Limitation
and Severability; Injunctive Relief. The parties agree that the above restrictions are (i) reasonable given Executive's role
with the Company, and are necessary to protect the interests of the Company and (ii) completely severable and independent agreements
supported by good and valuable consideration and, as such, shall survive the termination of this Agreement for any reason whatsoever.
The parties further agree that any invalidity or unenforceability of any one or more of such restrictions contained in this Section 4
shall not render invalid or unenforceable any remaining restrictions contained in this Section 4. Additionally, should a court of
competent jurisdiction determine that the scope of any provision of this Section 4 is too broad to be enforced as written, the parties
hereby authorize the court to reform the provision to such narrower scope as it determines to be reasonable and enforceable and the parties
intend that the affected provision be enforced as so amended. Executive acknowledges and agrees that the Company's remedies at law for
a breach or threatened breach would be inadequate and the Company would suffer significant harm and irreparable damages as a result of
a breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach,
in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may then be available, in addition to an award of its attorney's
fees incurred in enforcing its rights hereunder. The remedies under this Agreement are without prejudice to the Company's right to seek
any other remedy to which it may be entitled at law or in equity. So that the Company may enjoy the full benefit of the covenants contained
in this Section 4, Executive further agrees that the restricted period shall be tolled, and shall not run, during the period of any
breach by Executive of any of the covenants contained in this Section 4. It is also agreed that each member of the Company shall
have the right to enforce all of Executive's obligations to that member of the Company under this Agreement, including without limitation
pursuant to this Section 4. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or
change in the nature or scope of Executive's employment or other relationship with the Company, shall operate to excuse Executive from
the performance of his obligations under this Section 4.


 






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5. GENERAL PROVISIONS


 


5.1 Assignment; Successors.
This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, assigns, heirs, executors,
administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by Executive.
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to assume this Agreement in the same manner and to the same extent that the Company would
have been required to perform it if no such succession had taken place. As used in the Agreement, "the Company" shall mean both
the Company as defined above and any such successor that assumes this Agreement, by operation of law or otherwise.


 


5.2 Notice. For the
purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed
to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth below:


 


	
     
	To the Company

     
	
    Lulu's Fashion Lounge, LLC

    195 Humboldt Avenue

    Chico, CA


[*****]

Attn: Naomi Beckman-Straus, GeneralCounsel

    




 


	
     

     
	With copies to:

     
	
     

    Akerman LLP

    201 East Las Olas Boulevard

    Suite 1800

    Fort Lauderdale, FL 33301

    jason.oletsky@akerman.com

    Attn: Jason S. Oletsky

     

    and

     

    H.I.G. Growth Partners — LuLu's, L.P.

    500 Boylston Street, 20th Floor

    Boston, MA 02116

    [*****]

    Attn: Evan Karp 




 


	 	To Executive:	
    David W. McCreight

    [*****]

    [*****]





 


5.3 Amendment and Waiver.
No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed by each of the parties
hereto.


 


5.4 Non-Waiver of Breach.
No failure by either party to declare a default due to any breach of any obligation under this Agreement by the other, nor failure
by either party to act quickly with regard thereto, shall be considered to be a waiver of any such obligation, or of any future breach.


 






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5.5 Severability. In
the event that any provision or portion of this Agreement, shall be determined to be invalid or unenforceable for any reason, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.


 


5.6 Governing Law. This
Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed
in accordance with the laws of the State of Delaware (without regard to its choice of law provisions). The parties acknowledge and agree
that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including its own legal fees and
expenses. The parties irrevocably consent to the jurisdiction of, and venue in, the state and federal courts in the State of Delaware,
with respect to any matters pertaining to, or arising from, this Agreement, the Executive's equity awards or the Executive's employment
by the Company. Notwithstanding the foregoing, in the event Executive becomes a resident of California, (i) this Agreement, the rights
and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with
the laws of the State of California (without regard to its choice of law provisions), and (ii) the parties agree that the provisions
of Section 4.1(b) and the no-hire restriction in Section 4.1(a) shall not apply with respect to any period following
the termination of Executive's service with the Company, but shall continue to apply in the event Executive's service with the Company
continues after termination of this Agreement.


 


5.7 Waiver of Jury Trial.
The parties each hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, cause
of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the
parties hereto in respect of this Agreement whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise.
The parties to this Agreement each hereby agrees and consents that any such claim, demand, action or cause of action shall be decided
by court trial without a jury and that the parties may file an original counterpart of a copy of this Agreement with any court as written
evidence of the consent of the parties to the waiver of their right to trial by jury.


 


5.8 Entire Agreement. This
Agreement contains all of the terms agreed upon by the Company and Executive with respect to the subject matter hereof and supersedes
all prior agreements, arrangements and communications between the parties dealing with such subject matter, whether oral or written. For
the avoidance of doubt, except as provided for above, this Agreement shall supersede and replace the 2021 Agreement.


 


5.9 Headings. Numbers
and titles to Sections hereof are for information purposes only and, where inconsistent with the text, are to be disregarded.


 


5.10 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together,
shall be and constitute one and the same instrument.


 


5.11 Taxes.


 


(a)            The
Company may withhold from any payment hereunder such state, federal or local income, employment or other taxes and other legally mandated
withholdings in accordance with applicable law and considering the location of the Executive's residence and the location in which he
performs his duties for the Company. The Company makes no representation about the tax treatment or impact of any payment(s) hereunder.


 






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(b)            The
intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of
1986, as amended (together with the regulations and other guidance promulgated thereunder, "Section 409A"), to
the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to
be in compliance therewith. Notwithstanding anything herein to the contrary: (i) if at the time of Executive's termination of employment
with the Company, Executive is a "specified employee" as defined in Section 409A and the deferral of the commencement
of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent
any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments
or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that
is six (6) months following Executive's termination of employment with the Company (or the earliest date as is permitted under Section 409A);
(ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or
additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other
benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible,
in a manner determined by the Company that does not cause such an accelerated or additional tax; (iii) to the extent required in
order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated
employment with the Company for purposes of this Agreement and no payment shall be due to Executive under this Agreement until Executive
would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A;
and (iv) each amount to be paid or benefit to be provided to Executive pursuant to this Agreement, which constitute deferred compensation
subject to Section 409A, shall be construed as a separately identified payment for purposes of Section 409A. Notwithstanding
anything to the contrary herein, to the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable
to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense
was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) may not be liquidated
or exchanged for other payments or benefits, and during any one year may not affect amounts reimbursable or provided in any subsequent
year. Neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to Section 409A.


 


(c)            In
the event that it is determined that any payment or distribution of any type to or for Executive's benefit made by the Company, by any
of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets
(within the meaning of Code Section 280G and the regulations thereunder) or by any affiliate of such person, whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the "Total Payments"),
would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise
tax (such excise tax, together with any such interest or penalties, are collectively referred to as the "Excise Tax"), then
such payments or distributions or benefits shall be payable to such lesser amount as would result in no portion of such payments or distributions
or benefits being subject to the Excise Tax. If the Total Payments must be reduced as provided in the previous paragraph, the reduction
shall occur in the following order (on a pro rata basis among payments or benefits within categories, except as provided below): (1) reduction
of cash payments for which the full amount is treated as a "parachute payment" (as defined under Section 280G of the Code
and the regulations thereunder); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the
full amount in not treated as a parachute payment; (3) reduction of any continued employee benefits and (4) cancellation of
any accelerated vesting of equity awards. In selecting the equity awards (if any) for which vesting will be reduced under clause (4) of
the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided
to Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A of
the Code, awards instead shall be selected in the reverse order of the date of grant. If two or more equity awards are granted on the
same date, each award will be reduced on a pro-rata basis. Executive and the Company shall furnish such documentation and documents as
may be necessary for the Company's independent external accountants to perform the requisite Code Section 280G computations and analysis.
The Company shall bear the costs of performing any calculations contemplated by this Section 5.11.


 






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5.12 Clawback. Notwithstanding
anything in this Agreement to the contrary, Executive acknowledges that the Company may be entitled or required by law, the Company's
policy (the "Clawback Policy") or the requirements of an exchange on which the Company's or its parent's shares are listed
for trading, to recoup compensation paid to Executive pursuant to this Agreement or otherwise, and Executive agrees to comply with any
such request or demand for recoupment by the Company. Executive acknowledges that the Clawback Policy may be modified from time to time
in the sole discretion of the Company and without the consent of Executive.


 


5.13 Return of Property.
Upon termination of Executive's employment with the Company for any reason, Executive shall immediately destroy, delete, or return
to the Company, at the Company's option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer
files, letters and other data) in Executive's possession or control that contain Confidential Information or otherwise relate to the business
of the Company, and cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive
is or becomes aware, and shall otherwise return to the Company all property of the Company.


 


5.14 No Conflict. Executive
represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and
shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which
Executive is a party or by which he is bound; and (ii) Executive is not a party to or bound by an employment agreement, non-compete
agreement, non-solicit agreement or confidentiality agreement with any other Person which would interfere in any material respect with
the performance of his duties hereunder.


 


5.15 Survival. Except
as otherwise expressly provided in this Agreement, all covenants, representations and warranties, express or implied, in addition to the
provisions of Sections 4 and 5 of this Agreement, shall survive the termination of this Agreement.


 


[Signatures on next page]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Employment Agreement to be duly executed on the date and year first written above.


 


	COMPANY	 
	 	 
	By:	/s/ Evan Karp	 
	Name:	Evan Karp	 
	Title:	Authorized Signatory	 




 


PARENT


 


	By:	/s/ Evan Karp	 
	Name:	Evan Karp	 
	Title:	Authorized Signatory	 




 


[Signature Page to Employment Agreement]


 






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EXECUTIVE


 


	/s/ David W. McCreight	 
	David W. McCreight	 




 


[Signature Page to Employment Agreement]


 






     


     


    

 


Appendix A


 


Board of Director Memberships


 


CarMax, Inc.


 


Wolverine World Wide, Inc.


 






     


     


    

 


Appendix B


 


Separation Agreement and Release


 


This Separation Agreement
and Release ("Agreement") is made by and between David W. McCreight ("Executive") and Lulu's Fashion Lounge,
LLC (together with its parents, subsidiaries, and any successor(s) thereto, the "Company") (collectively, referred to as
the "Parties" or individually referred to as a "Party"). Capitalized terms used but not defined in this Agreement
shall have the meanings set forth in the Employment Agreement (as defined below).


 


WHEREAS, the Parties have
previously entered into that certain Employment Agreement, dated as of ________, 2022 (the "Employment Agreement"); and


 


WHEREAS, in connection with
Executive's termination of employment with the Company or a subsidiary or affiliate of the Company effective __________, 20____ the Parties
wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have
against the Company and any of the Releasees (as defined below), including, but not limited to, any and all claims arising out of or in
any way related to Executive's employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance
of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executive's ownership of vested equity securities
of the Company or one of its affiliates, Executive's right to vested benefits under any employee benefit plan of the Company or one of
its affiliates, or Executive's right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law
(collectively, the "Retained Claims").


 


NOW, THEREFORE, in consideration
of the severance payments and benefits described in Section 3.5 of the Employment Agreement, which, pursuant to the Employment Agreement,
are conditioned on Executive's execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein,
the Company and Executive hereby agree as follows:


 


1.            Severance
Payments and Benefits; Salary and Benefits. The Company agrees to provide Executive with the severance payments and benefits described
in Section 3.5 of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment
Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company
shall pay or provide to Executive the Accrued Rights (as defined in the Employment Agreement), subject to and in accordance with the
terms of the Employment Agreement.


 


2.            Release
of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement
in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries and affiliates, and
any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders,
administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor
corporations and assigns, each in their capacity as such, (collectively, the "Releasees"). Executive, on Executive's
own behalf and on behalf of any of Executive's affiliated companies or entities and any of their respective heirs, family members, executors,
agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to
sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action
relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against
any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive
signs this Agreement, including, without limitation:


 


(a)            any
and all claims relating to or arising from Executive's employment or service relationship with the Company or any of its direct or indirect
subsidiaries or affiliates and the termination of that relationship;


 


(b)            any
and all claims relating to, or arising from, Executive's right to purchase, or actual purchase of any shares of stock or other equity
interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary
duty, breach of duty under applicable state law, and securities fraud under any state or federal law;


 






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(c)            any
and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation;
breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal
injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;


 


(d)            any
and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay
Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers
Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the
Family and Medical Leave Act; and the Sarbanes-Oxley Act of 2002;


 


(e)            any
and all claims for violation of the federal or any state constitution;


 


(f)            any
and all claims arising out of any other laws and regulations relating to employment or employment discrimination;


 


(g)            any
claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the
proceeds received by Executive as a result of this Agreement; and


 


(h)            any
and all claims for attorneys' fees and costs.


 


Executive agrees that the
release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.
This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive's right to file
a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative
body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding
that Executive's release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee), claims
for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued
participation in certain of the Company's group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements
vested as the date of separation of Executive's employment, pursuant to written terms of any employee benefit plan of the Company or its
affiliates and Executive's right under applicable law and any Retained Claims. This release further does not release claims for breach
of Section 3 or Section 4 of the Employment Agreement or prevent Executive from reporting possible violations of federal law
or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under
Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower
protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such
government agencies).


 


3.            California
General Release. Executive acknowledges that he may discover facts different from or in addition to those which Executive now knows or
believes to be true and that this Agreement shall be and remain a California General Release. Executive acknowledges that he may
discover facts different from or in addition to those which Executive now knows or believes to be true and that this Agreement shall
be and remains effective in all respects notwithstanding such different or additional facts or the discovery thereof. Executive hereby
expressly waives any and all rights and benefits conferred upon him by the provisions of Section 1542 of the Civil Code of the State
of California, and/or any analogous law of any other state. Section 1542 states:


 






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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.


 


Executive expressly agrees and understands that the release given by
him pursuant to this Agreement applies to all unknown, unsuspected and unanticipated claims, liabilities and causes of action which Executive
may have against the Company.


 


4.            Acknowledgment
of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive
may have under the Age Discrimination in Employment Act of 1967 ("ADEA"), and that this waiver and release is knowing and voluntary.
Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after
the date Executive signs this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release
is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive
has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive
has 21 days within which to consider this Agreement; (c) Executive has 7 days following Executive's execution of this Agreement
to revoke this Agreement pursuant to written notice to the General Counsel of the Company; (d) this Agreement shall not be effective
until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging
or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties,
or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the
Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen
to waive the time period allotted for considering this Agreement.


 


5.            Severability.
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is
declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full
force and effect without said provision or portion of provision.


 


6.            No
Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.


 


6.            Notice;
Governing Law; Counterparts. This Agreement shall be subject to the provisions of Sections 5.2, 5.6, and 5.10 of the Employment Agreement.


 


7.            Effective
Date. Executive has seven days after Executive has signed this Agreement to revoke it and this Agreement will become effective on
the eighth day after Executive signed this Agreement, so long as it has been signed by the Parties and has not been revoked by Executive
before that date.


 


8.            Trade
Secrets; Whistleblower Protections. In accordance with 18 U.S.C. §1833, notwithstanding anything to the contrary in this Agreement,
the Employment Agreement, or any other agreement between Executive and the Company or any of its subsidiaries in effect as of the date
Executive receives this Agreement (together, the "Subject Documents"): (a) Executive will not be in breach of the Subject
Document, and shall not be held criminally or civilly liable under any federal or state trade secret law (i) for the disclosure
of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose
of reporting or investigating a suspected violation of law, or (ii) for the disclosure of a trade secret that is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) if Executive files a lawsuit
for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney,
and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal,
and does not disclose the trade secret, except pursuant to court order. Furthermore, the Parties agree that nothing in the Subject Documents
prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance
with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of
the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation or releases or
restrains Executive's right to receive an award for information provided to any such government agencies. Furthermore, nothing in this
Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination
or any other conduct that Executive has reason to believe is unlawful.


 






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9.            Voluntary
Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or
undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive's claims
against the Company and any of the other Releasees, except as otherwise provided in this Agreement. Executive acknowledges that: (a) Executive
has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically
set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement
by legal counsel of Executive's own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences
of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the Parties
have executed this Agreement on the respective dates set forth below.


 


	 	 	EXECUTIVE
	 	 	 
	Dated:	 	 	 	 
	 	 	David W. McCreight
	 	 	 
	 	 	COMPANY
	 	 	 
	Dated:	 	 	By:	 
	 	 	Name:
	 	 	Title:




 






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