gb-seconddeedofamendment






    SECOND DEED OF AMENDMENT TO EMPLOYMENT AGREEMENT     21 October 2022    Reference is made to the employment agreement dated 31 August 2020 between Global Blue SA and  Jacques Stern (as amended on 24 February 2022 and from time to time) (the “Employment  Agreement”).    Unless otherwise specified, words and expressions defined in the Employment Agreement (or the RSA  Award Certificate and Option Award Certificate as applicable) shall have the same meaning in this  letter.  In accordance with Clause 15.9 of the Employment Agreement, the Company and the Executive agree  the following:    1. AMENDMENT TO ADJUSTMENT MECHANICS  The Company and the Executive agree to make certain further amendments to the adjustment  mechanism set out in clause 4.9 of the Employment Agreement, such changes agreed separately in  writing (including by email) between the Company and the Executive, subject to approval by the  Remuneration Committee of Global Blue Group Holding AG.   2. ADJUSTMENT TO RSAS  The number of RSAs issued and common shares in the Parent Company issued upon the vesting of such  RSAs, in each case to the Executive in respect of each of the RSA tranches listed below, shall be as  listed below.  Such numbers constitute an amendment to the terms of the RSA Award Certificates issued  to the Executive in connection with the relevant grants, pursuant to each of the adjustment mechanisms  set out in clause 4.9 of the Employment Agreement and clause 1 of this letter. For the avoidance of  doubt: (1) the below summary is a restatement of the position as of 13 September 2022, and the only  additional RSAs and common shares to be issued now shall be those set out in the column “Incremental  RSAs Issued”; and (2) all other terms of the RSA Award Certificates shall remain unaffected.   Tranche 1 (awarded on 12 November 2020)    (a) Vested RSAs    Vested RSAs at 18/24 months Initial Net  RSAs   Incremental RSAs  Issued   Revised Net  RSAs  March-22 Vested / No Performance 9,573  10,034  19,607   Sep-22 Vested / No Performance 6,237  3,345  9,582   Total RSAs  15,810  13,379  29,189                       





 






    (b) Unvested RSAs    Unvested RSAs at 36/48 months Initial Net  RSAs   Incremental  RSAs Issued   Revised Net  RSAs  RSA without condition of performance      Sep-23 Vesting 19,192  6,690  25,882   Sep-24 Vesting 19,192  6,690  25,882   Total RSAs  38,384  13,380  51,764        RSA with condition of performance      EPS Growth Criteria 9,596  3,345  12,941   Absolute TSR Criteria 4,798  1,672  6,470   Relative TSR Criteria 4,798  1,672  6,470   Total Sep-23 Vesting 19,192  6,689 25,881        EPS Growth Criteria 9,596  3,345  12,941   Absolute TSR Criteria 4,798  1,672  6,470   Relative TSR Criteria 4,798  1,672  6,470   Total Sep-24 Vesting 19,192  6,689  25,881        Total RSAs  38,384  13,378  51,762       Tranche 2 (awarded on 12 October 2021)    (a) Vested RSAs    Vested RSAs at 18/24 months Initial Net  RSAs   Incremental RSAs  Issued   Revised Net  RSAs  Sep-22 Vested / No Performance 12,187  7,132  19,319   Sep-22 Vested / EPS Growth 6,093  3,566  9,659   Total RSAs  18,280  10,698 28,978       (b) Unvested RSAs    Unvested RSAs at 36/48 months Initial Net  RSAs   Incremental  RSAs Issued   Revised Net  RSAs  RSA without condition of performance      Sep-23 Vesting 18,750  7,132  25,882   Sep-24 Vesting 18,750  7,132  25,882   Sep-25 Vesting 18,750  7,132  25,882   Total RSAs  56,250  21,396  77,646        RSA with condition of performance      EPS Growth Criteria 9,375  3,566  12,941   Absolute TSR Criteria 4,688  1,782  6,470   





 






    Relative TSR Criteria 4,688  1,783  6,471  Total Sep-23 Vesting 18,750  7,131  25,881        EPS Growth Criteria 9,375  3,566  12,941   Absolute TSR Criteria 4,688  1,782  6,470   Relative TSR Criteria 4,688  1,783  6,471   Total Sep-24 Vesting 18,750  7,131  25,881        EPS Growth Criteria 9,375  3,566  12,941   Absolute TSR Criteria 4,688  1,782  6,470   Relative TSR Criteria 4,688  1,783  6,471  Total Sep-25 Vesting 18,750  7,131  25,881        Total RSAs  56,250  21,393  77,643    Tranche 3 (awarded on 19 October 2021)    (a) Vested RSAs    Vested RSAs at 12 months Initial Net  RSAs   Incremental RSAs  Issued   Revised Net  RSAs  Total RSAe  71,495  41,838 113,333     (b) Unvested RSAs    Unvested RSAs at 24 months Initial Net  RSAs   Incremental RSAs  Issued   Revised Net  RSAs  RSA without condition of performance      Total RSAe  165,000  62,757 227,757     3. ADJUSTMENT TO OPTION AWARDS  In accordance with clause 4.10 of the Employment Agreement, the Exercise Prices of the share options  granted to the Executive under the Parent Company's Management Incentive Plan for Share Options  shall be amended as set out below. Such revised prices constitute an amendment to the terms of the  Option Award Certificate issued to the Executive in connection with the relevant grants, pursuant to the  adjustment mechanisms set out in clause 4.10 of the Employment Agreement. For the avoidance of  doubt, all other terms of the Option Award Certificates shall remain unaffected.  Original  Option Strike  Price  New Option  Strike Price   Vesting Period     15 Feb  2022  15 Aug  2022  15 Aug  2023  15 Aug  2024  TOTAL  US$ 8.50 US$ 6.4232  335,155  111,718  223,437  223,437  893,747  US$ 10.50 US$ 8.4232 283,594  94,531  189,063  189,063  756,251  





 






    US$ 12.50 US$ 10.4232 232,031  77,344  154,688  154,688  618,751  US$ 14.50 US$ 12.4232  180,469  60,156  120,313  120,313  481,251  TOTAL  1,031,249  343,749  687,501  687,501  2,750,000       





 






    Executed as a DEED by GLOBAL BLUE SA  By: /s/ Jeremy Henderson-Ross    Name: Jeremy Henderson-Ross    Title: Authorised Signtory           Executed as a DEED by JACQUES STERN      By: /s/ Jacques Stern      Witness Signature: /s/ witness    Witness Name: ______________________    Witness Title: _______________________    Witness Address: _____________________