Exhibit 10.13


 


CONFIDENTIAL – EXECUTION COPY


 


Certain portions of this exhibit (indicated by ####) have been omitted pursuant to Regulation S-K Item 601(a)(6).


 


VACASA
LLC


 


CHANGE IN CONTROL AND RETENTION AGREEMENT


 


This Change in Control and
Retention Agreement (the “Agreement”) is made between Vacasa LLC (the “Company”) and Matt Roberts
on (the “Executive”), effective as of July 23, 2021 (the “Effective Date”).


 


This Agreement provides certain
protections to the Executive in connection with a change in control of the Company or in connection with the involuntary termination of
the Executive’s employment under the circumstances described in this Agreement.


 


The Company and the Executive
agree as follows:


 


1.            Term
of Agreement. This Agreement will continue indefinitely until terminated by written consent of the parties hereto. Notwithstanding
the previous sentence, if Executive becomes entitled to benefits pursuant to Section 3 of this Agreement, the Agreement will terminate
when all of the obligations of the parties hereto with respect to this Agreement have been satisfied.


 


2.            At-Will
Employment. The Company and the Executive acknowledge that the Executive’s employment is and will continue to be at-will, as
defined under applicable law.


 


3.            Severance
Benefits.


 


(a)            Qualifying
Termination. On a Qualifying Termination (as defined below), the Executive will be eligible to receive the following payments and
benefits from the Company:


 


(i)            Salary
Severance. A single, lump sum payment equal to twelve (12) months of the Executive’s Salary (as defined below), less applicable
withholdings.


 


(ii)            COBRA
Reimbursement. Subject to Section 3(d), the Company will reimburse Executive for the cost of coverage under COBRA (as defined
below) for the Executive and the Executive’s eligible dependents, if any, at the rates then in effect, subject to any subsequent
changes in rates that are generally applicable to the Company’s active employees (the “COBRA Coverage”), until
the earliest of (A) a period of twelve (12) months from the date of the Executive’s termination of employment, (B) the
date upon which the Executive (and the Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the
date upon which the Executive ceases to be eligible for coverage under COBRA.


 


(iii)            Equity
Awards. The Executive will also receive vesting acceleration (and exercisability, as applicable) as to the Executive’s Company
equity awards (“Awards”) that are then outstanding and unvested as to the portion of those Awards that would have otherwise
vested during the twelve (12)-month period following the date of the Qualifying Termination had the Executive remained employed with the
Company during such period; provided, that, in the case of an Award subject to performance-based vesting conditions and for which the
performance period is set to expire during the twelve (12)-month period following the date of the Qualifying Termination, the Board shall
determine in its sole discretion whether such Award shall remain eligible to vest and the terms and conditions to which such vesting is
subject.


 






    	 	 	 



     


    

 


(b)            Qualifying
CIC Termination. In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying
CIC Termination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards that
are then outstanding and unvested; provided, that, in the case of an Award subject to performance-based vesting conditions, unless otherwise
specified in the applicable Award agreement governing such Award, the Board shall determine in its sole discretion whether such Award
shall remain eligible to vest and the terms and conditions to which such vesting is subject. For the avoidance of doubt, in the event
of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding
Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain
outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change
in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three
(3) months following the Qualifying Termination (provided that in no event will the Executive’s Awards remain outstanding beyond
the Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination,
any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred
pursuant to Section 3(a)(iii)) will automatically and permanently be forfeited on the third (3rd) month following the
date of the Qualifying Termination without having vested.


 


(c)            Termination
Other Than a Qualifying Termination. If the termination of the Executive’s employment with the Company Group is not a Qualifying
Termination, then the Executive will not be entitled to receive severance or other benefits.


 


(d)            Conditions
to Receipt of COBRA Coverage. The reimbursement of Executive’s COBRA Coverage under Section 3(a)(ii) above is subject
to the Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for the Executive and the Executive’s
eligible dependents, if any. If the Company determines in its sole discretion that it cannot reimburse the COBRA Coverage without potentially
violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health
Service Act), then in lieu of any COBRA Coverage, the Company will provide to the Executive a taxable monthly payment payable on the last
day of a given month (except as provided by the immediately following sentence), in an amount equal to the monthly COBRA premium that
the Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualifying Termination
(which amount will be based on the premium rates applicable for the first month of COBRA Coverage for the Executive and any of eligible
dependents of the Executive) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless
of whether the Executive elects COBRA continuation coverage and will end on the earlier of (x) the date upon which the Executive
obtains other employment or (y) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to
the number of months in the applicable COBRA Coverage period. For the avoidance of doubt, the COBRA Replacement Payments may be used for
any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to any applicable withholdings. Notwithstanding
anything to the contrary under this Agreement, if the Company determines in its sole discretion at any time that it cannot provide the
COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service
Act), the Executive will not receive the COBRA Replacement Payments or any reimbursement for further COBRA Coverage.


 






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(e)            Non-Duplication
of Payment or Benefits. For purposes of clarity, in the event of a Qualifying Pre-CIC Termination, any severance payments and
benefits to be provided to the Executive under Section 3(b) will be reduced by any amounts that already were provided to the
Executive under Section 3(a). Notwithstanding any provision of this Agreement to the contrary, if the Executive is entitled to any
cash severance, continued health coverage benefits, or vesting acceleration of any Awards (other than under this Agreement) by operation
of applicable law or under a plan, policy, contract, or arrangement sponsored by or to which any member of the Company Group is a party
(“Other Benefits”), then the corresponding severance payments and benefits under this Agreement will be reduced by
the amount of Other Benefits paid or provided to the Executive.


 


(f)            Death
of the Executive. In the event of the Executive’s death before all payments or benefits the Executive is entitled to receive
under this Agreement have been provided, the unpaid amounts will be provided to the Executive’s designated beneficiary, if living,
or otherwise to the Executive’s personal representative in a single lump sum as soon as possible following the Executive’s
death.


 


(g)            Transfer
Between Members of the Company Group. For purposes of this Agreement, if the Executive is involuntarily transferred from one member
of the Company Group to another, the transfer will not be a termination without Cause.


 


(h)            Exclusive
Remedy. In the event of a termination of the Executive’s employment with the Company Group, the provisions of this Agreement
are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive may otherwise be entitled, whether
at law, tort or contract, or in equity. The Executive will be entitled to no benefits, compensation or other payments or rights upon termination
of employment other than those benefits expressly set forth in this Agreement.


 


4.            Accrued
Compensation. On any termination of the Executive’s employment with the Company Group, the Executive will be entitled to receive
all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to the Executive under any Company-provided plans,
policies, and arrangements.


 


5.            Conditions
to Receipt of Severance.


 


(a)            Separation
Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying
Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement
and release of claims (which may include an agreement not to disparage any member of the Company Group, an agreement to assist in any
litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release
Requirement”), which must become effective and irrevocable no later than the 60th day following the Executive’s Qualifying
Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline,
the Executive will forfeit any right to severance payments or benefits under Section 3.


 






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(b)            Payment
Timing. Any lump sum Salary severance or additional payments under Sections 3(a)(i) and 3(a)(ii) will be provided on
the first regularly scheduled payroll date of the Company following the date the Release becomes effective and irrevocable (the “Severance
Start Date”), subject to any delay required by Section 5(d) below. Any taxable installments of any COBRA-related severance
benefits that otherwise would have been made to the Executive on or before the Severance Start Date will be paid on the Severance Start
Date, and any remaining installments thereafter will be provided as specified in the Agreement.


 


(c)            Return
of Company Property. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination
under Section 3 is subject to the Executive returning all documents and other property provided to the Executive by any member of
the Company Group (with the exception of a copy of the Company employee handbook and personnel documents specifically relating to the
Executive), developed or obtained by the Executive in connection with his or her employment with the Company Group, or otherwise belonging
to the Company Group.


 


(d)            Section 409A.
The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements
of Section 409A of the Code and any formal guidance promulgated under Section 409A of the Code (collectively, “Section 409A”)
so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities or
ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive,
if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are
considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise
provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the
Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A,
then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed
under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after
the date that is 6 months and 1 day following the Executive’s termination of employment. To the extent necessary to comply with
Section 409A, references to the termination of Executive’s employment or similar terms will be considered references to the
Executive’s separation from service within the meaning of Section 409A. The Company reserves the right to amend this Agreement
as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply
with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income
recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment,
and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2).
In no event will any member of the Company Group have any responsibility, liability or obligation to reimburse, indemnify, or hold harmless
the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.


 






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(e)            Resignation
of Officer and Director Positions. The Executive’s receipt of any severance payments or benefits upon the Executive’s
Qualifying Termination under Section 3 is subject to the Executive’s compliance with the requirements of Section 10.


 


6.            Limitation
on Payments.


 


(a)            Reduction
of Severance Benefits. If any payment or benefit that the Executive would receive from any Company Group member or any other party
whether in connection with the provisions in this Agreement or otherwise (the “Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject
to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment will be equal to the
Best Results Amount. The “Best Results Amount” will be either (x) the full amount of the Payment or (y) a
lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into
account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Executive’s receipt,
on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that
the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments in reverse
chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax
will be the first cash payment to be reduced); (B) cancellation of equity awards that were granted “contingent on a change
in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards
(that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards
in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled
first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following
the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any
discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment of all personal
tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Company Group will have
no responsibility, liability or obligation to reimburse, indemnify, or hold harmless the Executive for any of those payments of personal
tax liability.


 


(b)            Determination
of Excise Tax Liability. Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services
firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive
and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6,
the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information
and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the
costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The
Company will have no liability to the Executive for the determinations of the Firm.


 






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7.            Definitions.
The following terms referred to in this Agreement will have the following meanings:


 


(a)            “Board”
means the Board of Managers of Vacasa Holdings LLC.


 


(b)            “Cause”
means the occurrence of any of the following: (a) the Executive’s engaging in illegal or gross misconduct that is injurious
to the Company (or its successor); (b) the Executive being convicted of, or the Executive’s plea of no contest to, a felony
involving moral turpitude; (c) the Executive’s engaging in fraud, misappropriation, embezzlement or other dishonesty with respect
to the Company (or its successor or affiliate, as applicable); or (d) the Executive’s willful and material breach of any of
the Executive’s obligations under any written agreement with the Company (or its successor or affiliate, as applicable). Any termination
for “Cause” will require Board approval, and the Executive will be given the opportunity to appear in person before the entire
Board in order to explain the Executive’s position on the allegations or claims that constitute “Cause”. The Board (excluding
the Executive if the Executive is at such time a member of the Board) shall make all determinations relating to termination, including
without limitation any determination regarding Cause.


 


(c)            “Change
in Control” means the occurrence of a “Deemed Liquidation Event”, as such term is defined in the Third Amended
and Restated Limited Liability Company Agreement of Vacasa Holdings LLC (as amended from time to time).


 


Notwithstanding the foregoing,
to the extent any of the amounts due hereunder constitute nonqualified deferred compensation subject to Section 409A, a transaction
will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A,
as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance
that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.


 


(d)            “Change
in Control Period” means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months
following a Change in Control.


 


(e)            “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


(f)            “Code”
means the Internal Revenue Code of 1986, as amended.


 


(g)            “Company
Group” means the Company and its subsidiaries.


 


(h)            “Disability”
means a total and permanent disability as defined in Section 22(e)(3) of the Code.


 






    	 	- 6 -	 



     


    

 


(i)            “Good
Reason” means the Executive’s resignation from employment with the Company Group within ninety (90) days following
the cure period (discussed below) of the Company (or its successor or affiliate, as applicable) in connection with any of the following
events without the Executive’s written consent: (a) a material reduction in the Executive’s annual base salary; (b) a
material reduction in the Executive’s authority, duties or responsibilities (provided that such material reduction will not be deemed
to occur if the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, authority,
duties and responsibilities), and provided further, that a reduction in authority, duties or responsibilities solely by virtue of the
Company being acquired and made part of a larger entity will not constitute a material reduction under this clause (b)); (c) a
change by more than sixty (60) miles in the geographic location of the Executive’s principal place of work. The Executive will
not resign for Good Reason without first providing the Company (or its successor or affiliate, as applicable) with written notice within
ninety (90) days following the initial existence of the acts or omissions constituting the grounds for Good Reason and a reasonable cure
period of not less than thirty (30) days following the date of such notice, during which such grounds have not been cured.


 


(j)            “Confidentiality
Agreement” means the Agreement Regarding Confidential Information and Invention Assignment executed by the Company and Executive.


 


(k)            “Qualifying
Termination” means a termination of the Executive’s employment either (i) by a Company Group member without Cause
(excluding by reason of the Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during
the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period.


 


(l)            “Qualifying
Pre-CIC Termination” means a Qualifying CIC Termination that occurs prior to the date of the Change in Control.


 


(m)            “Salary”
means the Executive’s annual base salary as in effect immediately prior to the Executive’s Qualifying Termination (or if the
termination is due to a resignation for Good Reason based on a material reduction in base salary, then the Executive’s annual base
salary in effect immediately prior to the reduction) or, if the Executive’s Qualifying Termination is a Qualifying CIC Termination
and the amount is greater, at the level in effect immediately prior to the Change in Control.


 


8.            Successors.
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of the Executive
upon the Executive’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted
for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm,
corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all
or substantially all of the assets or business of the Company. None of the rights of the Executive to receive any form of compensation
payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted
assignment, transfer, conveyance, or other disposition of the Executive’s right to compensation or other benefits will be null and
void.


 






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9.            Notice.


 


(a)            General.
All notices and other communications required or permitted under this Agreement shall be in writing and will be effectively given (i) upon
actual delivery to the party to be notified, (ii) upon transmission by email, (iii) 24 hours after confirmed facsimile transmission,
(iv) 1 business day after deposit with a recognized overnight courier, or (v) 3 business days after deposit with the U.S. Postal
Service by first class certified or registered mail, return receipt requested, postage prepaid, addressed (A) if to the Executive,
at the address the Executive shall have most recently furnished to the Company in writing, (B) if to the Company, at the following
address:


 


Vacasa LLC


850 NW 13th Avenue


Portland, OR 97209


Attention: Chief Legal Officer


Email: ####


 


(b)            Notice
of Termination. Any termination by a Company Group member for Cause will be communicated by a notice of termination to the Executive,
and any termination by the Executive for Good Reason will be communicated by a notice of termination to the Company, in each case given
in accordance with Section 9(a) of this Agreement. The notice will indicate the specific termination provision in this Agreement
relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision
so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of the notice or, in
the case of a Qualifying Termination relating to a Good Reason resignation by the Executive, ninety (90) days after the end of any applicable
cure period).


 


10.            Resignation.
The termination of the Executive’s employment for any reason will also constitute, without any further required action by the Executive,
the Executive’s voluntary resignation from all officer and/or director positions held at any member of the Company Group, and at
the Board’s request, the Executive will execute any documents reasonably necessary to reflect the resignations.


 


11.            Miscellaneous
Provisions.


 


(a)            No
Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will
any payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e).


 


(b)            Waiver;
Amendment. With the exception of any modifications pursuant to Section 5(d), no provision of this Agreement will be modified,
waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company
(other than the Executive) and by the Executive. No waiver by either party of any breach of, or of compliance with, any condition or provision
of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision
at another time.


 






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(c)            Headings.
All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.


 


(d)           Entire
Agreement. This Agreement constitutes the entire agreement of the parties and supersedes in their entirety all prior representations,
understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the
subject matter of this Agreement, including, for the avoidance of doubt, any other employment letter or agreement, severance policy or
program, or Award agreement.


 


(e)            Choice
of Law. This Agreement will be governed by the laws of the State of California without regard to California’s conflicts of law
rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is
permitted under this Agreement, The Executive hereby expressly consents to the personal and exclusive jurisdiction and venue of the state
and federal courts located in California for any lawsuit filed against the Executive by the Company.


 


(f)            Arbitration.
The Executive and the Company agree that if any dispute, controversy or claim should arise between
the Executive and the Company (including claims against its employees, officers, board members, equity holders, agents, successors and
assigns) relating or pertaining to or arising out of this Agreement, the dispute will be submitted to binding arbitration before a neutral
arbitrator conducted in San Francisco, California, in accordance with the dispute resolution agreement signed by the Executive and Company.
This means that disputes will be decided by an arbitrator rather than a court or jury, and that both the Executive and the Company waive
their respective rights to a court or jury trial. The Executive understands that the arbitrator’s decision will be final and exclusive
and cannot be appealed. This subsection 11(f) shall survive termination of this Agreement.


 


(g)           Severability.
The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of
any other provision of this Agreement, which will remain in full force and effect.


 


(h)           Withholding.
All payments and benefits under this Agreement will be paid less applicable withholding taxes. The Company is authorized to withhold from
any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits and make
any other required payroll deductions. No member of the Company Group will pay the Executive’s taxes arising from or relating to
any payments or benefits under this Agreement.


 


(i)            Counterparts.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one
and the same instrument.


 


[Signature page follows.]


 






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By its signature below, each
of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer.


 


	COMPANY	Vacasa llc
	 
	 	By:	/s/ Lisa Jurinka
	 	Name:	Lisa Jurinka
	 	Title:	Chief Legal Officer and Secretary
	 	Date:	July 25, 2021
	 
	EXECUTIVE	 
	 	/s/ Matt Roberts
	 	Matt Roberts
	 	Date:	July 26, 2021




 


[Signature page to Change in Control and
Severance Agreement]


 






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