Exhibit 10.10


 


Execution Version


 


Milan Parent, LLC


 


June 15, 2021


 


Liz Allison


 


Dear Liz:


 


It is our pleasure to extend the following job
opportunity on behalf of Milan Parent, LLC (“Milan”). This letter (“Offer Letter”) serves as confirmation
of our offer and shall be effective as of June 4, 2021 (the “Effective Date”). The terms of your employment relationship
with Milan are set forth below:


 


Position Title: President of Milan
(or any of its current or future subsidiaries or affiliates as may employ you from time to time), reporting to Milan’s Chief
Executive Officer.


 


Start Date: July 19, 2021 (your “Start
Date”).


 


Salary: $400,000 base salary per year
(“Annual Base Salary”). Your Annual Base Salary may be subject to periodic review and adjustment.


 


Bonus: You are eligible for a
discretionary semi-annual bonus in an amount equal to up to a total annual amount of $100,000, with the bonus based on achievement
of company and individual performance criteria. All bonus payments are made at the discretion of Milan and may be dependent upon the
overall performance of the organization. You will be eligible for a pro-rated portion of the 2021 annual bonus, based on your Start
Date. The payment of any bonus will be paid in a lump sum in accordance with Milan’s standard payroll practices and subject to
your continued employment through the date of payment.


 


Management Incentive Program:


 


In the event of and following the consummation
of Milan’s, or a designated subsidiary or affiliate of Milan’s, initial public offering by July 19, 2022 (the “IPO”),
in connection with the IPO, subject to the approval of the public company’s board of directors (or a committee thereof), you will
be entitled to receive:


 


(a)              
stock options under the public company equity plan to purchase shares representing a 1% ownership interest in Milan on a fully diluted
basis, with a per share exercise price equal to the price per share at which shares are first sold in the IPO as specified in the final
prospectus for the IPO, with a time-based vesting schedule and other terms to be determined at the time of the IPO taking into account
the recommendations of a third-party compensation consultant engaged by Milan, provided that, the time-based vesting schedule shall be
no longer than five years from the date of the consummation of the IPO, and


 






     


     


    

 


(b)              
restricted stock units under the public company equity plan based on a number of shares with a fair value equal to $1,500,000 as of
the date of the consummation of the IPO, determined by dividing $1,500,000 by the price per share at which shares are first sold in
the IPO as specified in the final prospectus for the IPO, which, subject to your continued employment, will vest in their entirety
upon the third anniversary of your Start Date and shall be granted as soon as reasonably practicable following the date of the
consummation of the IPO. The stock options and restricted stock units will be subject to customary restrictive covenants set forth
in the respective award agreements. In the event you are terminated by Milan without Cause (as defined in the then-applicable public
company equity plan pursuant to which such restricted stock units are granted under) on or following July 19, 2022, a pro-rata
portion of your unvested restricted stock units will vest, based upon the number of days you were actively and continuously employed
with Milan from your Start Date through such termination date.


 


In the event the IPO is not consummated by July 19, 2022, you
will be entitled to receive (a) a phantom equity grant under Milan’s 2019 Phantom Incentive Equity Plan (the “Phantom
Plan”) assuming a $1,000,000,000 equity valuation of Milan and equal to a notional 1% ownership interest in Milan (the
 “Initial Phantom Grant”), and (b) at the board’s discretion, an additional phantom equity grant under the
Phantom Plan up to a notional 0.5% ownership interest in Milan, based upon the Q4 2021 valuation of Milan, as determined in the good
faith discretion of the board (the “Discretionary Phantom Grant”). The Initial Phantom Grant and the
Discretionary Phantom grant will each vest in five equal annual installments, with the Initial Phantom Grant vesting commencing on
your State Date and the Discretionary Phantom Grant vesting commencing on the six-month anniversary of your Start Date, and, in each
case, will be subject to customary restrictive covenants set forth in the respective award agreements. For the avoidance of doubt,
neither the Initial Phantom Grant nor the Discretionary Phantom Grant will vest based on any Company performance conditions.


 


For purposes of the Initial Phantom Grant and the Discretionary
Phantom Grant, subsection (y) of the applicable definition of “Qualifying Termination” under the Phantom Plan shall be
deleted and replaced with the following “by the Participant for any reason”.


 


Sign -On Payment: A one-time lump sum
cash payment of $100,000 payable in accordance with Milan’s standard payroll policies, payable to you on the date you receive
your first paycheck following your Start Date, subject to your continued employment through the payment date.


 


Benefits: As an employee of Milan,
you will be eligible for a comprehensive benefits and 401(k) package offered to regular full-time employees. Details of this package
will be reviewed with you on your first day of employment. Please note, these specifics could change based on Milan’s provider
at the time of enrollment and Milan reserves the right to add, change, or discontinue benefits.


 


Severance: If at any point, you are
terminated by Milan without Cause (as defined in the Phantom Plan), you will receive (a) one year of base salary payable within 30
days of termination and, and (b) if you elect COBRA, the Company shall cover your monthly premiums under the Company’s group
health plan for one year following your termination date (or, if sooner, the date you become eligible for health insurance benefits
from a subsequent employer) ((a) and (b)) collectively, the “Severance Benefits ”). If you voluntarily resign or
terminate employment, you shall not be entitled to the Severance Benefits.


 






     


     


    

 


Terms and Conditions: Please
understand that this offer is being made contingent upon successful completion of a background check. You will also be required to
present documentation on your Start Date verifying your eligibility to work (passport, driver’s license, social security card,
etc.) and complete the mandatory Form I-9 required by the Immigration Reform and Control Act. By signing below, you represent and
warrant that you are not bound by the terms of any agreement with any previous employer or other party to refrain from competing,
directly or indirectly, with the business of such previous employer or other party that would be violated by you entering into this
agreement and/or providing services to Milan. This Offer Letter shall be construed and governed under the laws of the State of
Delaware. Any equity incentive or phantom incentive grants awarded to you under this letter are, in each case, subject to board
approval. In connection with the commencement of your employment, you will be subject to certain restrictive covenants, including
non-competition and non-solicitation of customers and employees during the period of your employment with Milan and for a period of
two years thereafter. Any bonus or other payments or benefits provided under this Offer Letter, an employment agreement or any other
definitive agreements between you and Milan will be structured in a manner that is intended to comply with or otherwise be exempt
from Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. All forms of compensation referred
to in this Offer Letter are subject to deductions and withholdings as required by law or as may be authorized by you.


 






     


     


    

 


Execution Version


 


Liz, congratulations on your new role! We are
certain that you will make an important contribution to the success of Milan. Please sign and return this offer letter to us. If you need
any additional information or clarification, please do not hesitate to give us a call.


 


Sincerely,


 


Shikhar Saxena 


Abe Schumacher


 


The signatures below signify acceptance of this offer:


 





	/s/ Liz Allison	 	 
	Liz Allison	 	Date	6/15/2021


 


 





	/s/ Shikhar Saxena	 	 
	Shikhar Saxena	 	Date	6/15/2021


 


 





	/s/ Abe Schumacher	 	 
	Abe Schumacher	 	Date	6/15/2021