ex105offerlettertimkucke






51 E. Hines Hill Road | Boston Heights, Ohio 44236  440.439.7700 | arhaus.com             August 12, 2022    Tim Kuckelman        Dear Tim:    I am very pleased to make you this offer to work for Arhaus. We believe that you will make an  immediate contribution to the executive leadership team in your role as Chief Operating Officer.   The details of the offer are outlined below.      Position Chief Operating Officer    Direct Manager John Reed, CEO    Start Date/   Orientation Date  September 26, 2022    Please arrive at the corporate office at 9:00 am on your start date.  Please  bring acceptable documents to prove your eligibility to work in the  United States (for a list of documents review Form I-9).     Annual Salary $460,000     Bonus You will be eligible for the Annual Corporate Salaried Bonus Plan. Your  target bonus is 60 % of your annual salary. If achieved, the bonus will be  paid in the 1st Quarter of 2023 and will be prorated based on your time in  the position. You must be actively at work on the date that the bonus is  paid and in good standing in order to qualify for payment.      Stock You are being granted stock awards under the Arhaus, Inc. 2021 Equity  Incentive Plan. The awards are in the form of restricted stock units (RSUs)  and performance share units (PSUs) and the details of your grant are  captured below. Additional details will be forthcoming.     Target Performance Share Units:  37,500  Restricted Stock Units:    12,500  Total Units:     50,000    Relocation Package We want to make your move as easy as possible so we are providing you  with the following relocation benefit: $40,000 before taxes and  withholdings and movement of your personal goods through one of our  3PL providers.      If you leave Arhaus for any reason within 12 months of your start date,  





 






51 E. Hines Hill Road | Boston Heights, Ohio 44236  440.439.7700 | arhaus.com             you will be required to repay the Company for all of the Company-paid  costs associated with your relocation. In addition to any other remedies  available to the Company, your signature below authorizes the Company  to withhold this repayment from any sums due to you, including your  final paycheck(s).      Benefits You and your eligible dependents will be offered the opportunity to  participate in the Company’s benefit programs. To view specific plan  information, please visit: https://arhausbenefits.com/.     Benefits are effective the first of the month after 30 days of employment.  Detailed instructions for enrollment in our programs will be provided via  email.       Paid Time Off You will be eligible for vacation days, personal days, and Company  holidays to the extent and under the terms of the Company’s policies.    Prorated for 2022: after 30 days in role, you will be eligible for 10 days  paid time off, in line with the paid time off policy. In 2023, you will be  eligible for 25 days of PTO. Please refer to the Employee Handbook for  PTO policy details.     Executive Severance Should Arhaus choose to terminate your employment with the Company  for any reason other than Cause (as defined below), or should you  voluntarily resign from your employment with the Company for Good  Reason (as defined below) you will be entitled, at the time of such  termination or resignation, to the payment of a lump sum equal to the  sum of:  (a) 50% of the greater of (X) $460,000 or (Y) your highest base  salary rate prior to such termination or resignation; plus (b) a COBRA  stipend covering the six-month period immediately following such  termination or resignation.  Your lump sum payment will be subject to  you signing a standard Arhaus employee severance agreement.     Notwithstanding the provisions of the foregoing paragraph, if you  voluntarily resign from your employment with the Company for any  reason other than Good Reason, you will not receive the lump sum  payment or stipend set forth in the paragraph above.    For purposes of this letter and the severance entitlement set forth above,  “Cause” means (i) an intentional act of fraud, embezzlement, theft or any  other material violation of law that occurs during or in the course of your  employment with the Company; (ii) intentional engagement in any  competitive activity which would constitute a breach of your duty of  loyalty to the Company; or (iii) the willful and continued failure to  substantially perform your duties for the Company (other than as a result  





 






51 E. Hines Hill Road | Boston Heights, Ohio 44236  440.439.7700 | arhaus.com             of incapacity due to physical or mental illness).  For purposes of this  paragraph, an act, or failure to act, shall not be deemed willful or  intentional, as those terms are used herein, unless it is done, or omitted  to be done, by you in bad faith or without a reasonable belief that your  action or omission was in the best interest of the Company.  Failure to  meet performance standards or objectives, by itself, does not constitute  “Cause”.    For purposes of this letter and the severance entitlement set forth above,  “Good Reason” means the occurrence of one or more of the following  events arising without your express written consent, but only if you notify  the Company in writing within thirty (30) days following our awareness of  the occurrence of the event and the event remains uncured for at least  fifteen (15) days after such notice:  (i) a reduction in your base salary  and/or Target Bonus potential; (ii) a diminution in your employee benefits  from those provided to other executives at a similar level, as such  benefits may be modified from time to time; (iii) a material diminution in  your authority, duties or responsibilities; or (iv) the Company requires you  to be based anywhere other than within fifty (50) miles of Boston  Heights, Ohio.    Arhaus is an at-will employer which means that either you or the Company can terminate your  employment at any time for any reason.  As such, this offer does not constitute an employment  contract for specific terms or for a specified duration.  The descriptions of the benefits and bonus  programs (if applicable) contained in this letter are informational summaries.  The Company  reserves the right to change benefit programs at any time and all bonuses are discretionary.    This offer is contingent upon both a successful background verification and your authorization to  work in the United States.  Several forms will need to be completed by you prior to, or on the day  you begin employment with us. You will be contacted on how to access our Associate on-boarding  system.  The team and I look forward to working with you at Arhaus, and expect that you will be a valuable  asset to the company.     Sincerely,      Dawn Phillipson  Chief Financial Officer    On Behalf of: John Reed