semrush-separationandtra






ACTIVE/110625117.3        Semrush Inc.  800 Boylston Street  Suite 2475  Boston, MA 02199  Phone: (800) 815-9959  Email: mail@semrush.com                       June 26, 2021    Jeffrey Belanger  4 Paul Revere Road  Holden, MA 01520      Re:  Transitional Services and Separation Agreement    Dear Jeff:     This letter agreement follows our conversations regarding your employment with Semrush, Inc.  (the “Company”).  This confirms that your employment with the Company will end on July 7,  2021 (the “Employment End Date”).  We appreciate your contributions and would like to work  with you to make this transition as smooth as possible. Consistent with that and although you are  not otherwise entitled to any severance pay or benefits in connection with your at-will  employment, the Company is offering you the opportunity to provide services as a consultant  during a transitional period and receive severance benefits.     First, a few formalities.  Regardless of whether you sign the Agreement below:   The Company shall, if it has not already done so, (i) pay you salary, accrued but unused  vacation (subject to the Company’s vacation policy) and unpaid and properly documented  expenses accrued to you through the Employment End Date; and (ii) provide you with the  opportunity to continue group health coverage under the law known as “COBRA,” subject  to your COBRA eligibility;   You are subject to continuing obligations under your Employee Confidentiality,  Assignment and Noncompetition Agreement dated June 10, 2020 (the “Restrictive  Covenant Agreement,” and with any other confidentiality, restrictive covenant and other  ongoing obligations you have to any of the Releasees (as defined below), the “Ongoing  Obligations”).  Notwithstanding the preceding sentence, if you do not sign, or if you  revoke, this Agreement (which includes the attached Certificate as provided therein),  effective as of the earlier of the date that, as applicable, you indicate you will not sign the  Agreement, you revoke the Agreement, or the Consideration Period (as defined below)  expires, your post-employment noncompetition obligations as set forth in Section 8(c) of  the Restrictive Covenant Agreement shall be deemed automatically waived by the  Company, and the Company shall not owe any Garden Leave Pay (as defined in the  Restrictive Covenant Agreement) or any other post-employment noncompetition  consideration (the “Noncompete Waiver”). For the avoidance of doubt, in the event of any  DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 2    Noncompete Waiver, the remainder of your obligations under the Restrictive Covenant  Agreement would remain in full force and effect.      As of the date of this Agreement: (i) your incentive stock option to purchase 209,484 shares  of Company common stock (such shares of common stock generally, the “Shares”) bearing  a Grant Date of July 28, 2020 (Employee Grant Number OG-82) (the “First Stock Option”);  and (ii) your nonqualified option to purchase 119,016 Shares bearing a Grant Date of July  28, 2020 (Employee Grant Number OG-82 OG-82Split) (the “Second Stock Option”) are,  in each case ((i) and (ii)) wholly unvested, and remain subject in all respects to the  applicable stock option agreement and the Company’s equity plan (the “Equity  Documents”).  The remainder of this letter proposes an agreement (the “Agreement”) between you and the  Company.  By signing the Agreement, you and the Company agree as follows:  1. Transitional Services  (a) Your employment with the Company will end on July 7, 2021.  Beginning on July 8,  2021, you shall serve as a consultant to the Company, assisting the Company in the  following activities from time to time during the Transitional Services Period (defined  below): (i) the Company’s hiring of a new Director, (ii) h the Company’s hiring of a  new Chief Marketing Officer, (iii) preparing for and participating in the Company’s  August 2021 Compensation Committee meeting, and (iv) participating in weekly  Executive team meetings (collectively, the “Services”).  It is anticipated that you will  provide no more than ten (10) hours per week and an average of five (5) hours per week  of Services during the Transitional Services Period.   (b) You agree to provide the Services from July 8, 2021 until the earlier of (i) October 7,  2021 and (ii) the date the Company earlier terminates the Services and thus your service  relationship for Cause (as defined in the Semrush Holdings, Inc. Amended and Restated  2019 Stock Option and Grant Plan (the “Plan”)) (such period in either case, the  “Transitional Services Period”).  The last day of the Transitional Services Period (and  thus your service relationship with the Company) is the “Transition End Date.”  The  Company will not contest your application for unemployment benefits.   2. Equity Vesting; No Other Compensation  Subject to your continuous employment with the Company and compliance with this Agreement,  on July 6, 2021, your option to purchase 53,859 of the Shares subject to the First Stock Option,  and 28,266 of the Shares subject to the Second Stock Option, shall vest.  During the Transitional  Services Period, you shall continue to vest in the First and Second Stock Options in accordance  with the monthly vesting schedules contained in the applicable Equity Documents.  You will not  vest in any stock options after the Transition End Date, and all unvested stock options shall become  null and void as of the Transition End Date.  This Section is subject in all respects to the Equity  Documents, including without limitation with respect to the applicable time limits on the exercise  of any vested stock options.  You should seek the advice of your tax advisor with respect to the  effect of the Transitional Services Period on the tax treatment of your incentive stock options.     DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 3    For clarification, your performance of Transitional Services does not constitute an employment  relationship (but does constitute a Service Relationship as defined in the Plan), and, except for the  vesting of stock options as set forth in the preceding paragraph, you will not be entitled to an  employee benefits of any kind, including but not limited to 401(k), life insurance, vacation, and  holiday pay.  3. Severance Benefits  Provided that (i) you provide satisfactory Services to the Company and otherwise comply with this  Agreement; (ii) the Company does not otherwise terminate the Transitional Services Period prior  to October 7, 2021 for Cause (as defined in the Semrush Holdings, Inc. Amended and Restated  2019 Stock Option and Grant Plan); and (iii) where specified below, you reaffirm the terms of this  Agreement including the release so that it covers the period between the date of this Agreement  and the Transition End Date by signing and returning the Certificate attached as Exhibit A hereto  after (not before) the Transition End Date as provided in the Certificate, the Company will pay or  provide you with the following (the “Severance Benefits”):  (a) Severance Pay.  The Company shall pay you severance pay consisting of three (3) months  of your final annual base salary effective as of the Employment End Date. For the  avoidance of doubt, as of the Employment End Date, your annual base salary is $275,000,  and three (3) months of your annual base salary is $68,750 (“Severance Pay”).  The  Company shall pay you Severance Pay in three (3) monthly installments  starting one (1)  month  after the Effective Date, provided that your last month's Severance Pay shall be  subject to your execution of the Certificate after the Transition End Date (as defined in  Exhibit A below).      (b) Health Benefits.  In accordance with and subject to the provisions of the American Rescue  Plan Act’s COBRA subsidy provisions, if you elect and remain eligible for COBRA, the  Company will pay both the employer and employee portion of the COBRA premium until  the earliest of the following: (i) September 30, 2021; (ii) the date you become eligible for  health benefits through another employer; or (iii) the date you otherwise become ineligible  for COBRA.  After September 30, 2021, you will be responsible for paying the portion of  the premiums for COBRA coverage as if you remained employed by the Company, and  the Company shall pay the same portion of premiums that it pays for active employees, for  the same level of group health coverage as in effect on the Employment End Date, until  the earliest of the following: (i) January 7, 2022; (ii) the date you become eligible for health  benefits through another employer; or (iii) the date you otherwise become ineligible for  COBRA.     You may continue coverage for yourself and any beneficiaries at your own sole expense  for the remainder of the COBRA continuation period, to the extent you and they remain  eligible.  You agree to notify the Company promptly if you become eligible for group  medical care coverage through another employer.  You also agree to respond promptly and  fully to any reasonable requests for information by the Company concerning your  eligibility for such coverage.      DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 4    (c) 2021 Bonus. Provided you execute the Certificate after the Transition End Date, you will  be eligible to receive a bonus payment for 2021, subject to the achievement of the annual  bonus criteria applicable to you and other senior executives as determined by the Company  in its discretion, provided that you will be treated in a manner consistent with the treatment  of other senior executives of the Company.  Any such bonus shall be prorated using an  October 7, 2021 separation date by multiplying the bonus amount (if any) by the fraction  280/365 (October 7th being the 280th day of the 2021 calendar year) (the “Prorated Bonus”).   Any Prorated Bonus shall be paid at or around the time when other senior executive  bonuses are paid, which the Company currently anticipates will be on or before March 15,  2022.     4. Release of Claims  In consideration for, among other terms, the Transitional Services Period, to which you  acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge  the Company, its affiliated and related entities, its and their respective predecessors, successors  and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the  current and former officers, directors, shareholders, employees, attorneys, accountants and agents  of each of the foregoing in their official and personal capacities (collectively referred to as the  “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and  nature, known or unknown (“Claims”) that, as of the date when you sign this Agreement, you have,  ever had, now claim to have or ever claimed to have had against any or all of the Releasees.  This  release includes, without limitation, all Claims:   relating to your employment by and termination of employment with the Company;    under your Offer Letter dated June 8, 2020;   of wrongful discharge or violation of public policy;    of breach of contract including, without limitation, the Employment Agreement;    of defamation or other torts;    of retaliation or discrimination under federal, state or local law (including, without  limitation, Claims of discrimination or retaliation under the Age Discrimination in  Employment Act, the Americans with Disabilities Act, and Title VII of the Civil  Rights Act of 1964);    under any other federal or state statute;   for wages, bonuses, incentive compensation, commissions, stock, stock options,  vacation pay or any other compensation or benefits, either under the Massachusetts  Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and   for damages or other remedies of any sort, including, without limitation,  compensatory damages, punitive damages, injunctive relief and attorney’s fees;     provided, however, that this release shall not affect your vested rights under the Company’s Equity  Documents or your rights under this Agreement.    You acknowledge and represent that, except as expressly provided in this Agreement, the  Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off,  premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs,  DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 5    fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other  benefits and compensation due to you.      You agree not to accept damages of any nature, other equitable or legal remedies for your own  benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by  this Agreement.  As a material inducement to the Company to enter into this Agreement, you  represent that you have not assigned any Claim to any third party.     5. Return of Property  You shall not dispose of Company Proprietary Information (as defined in the Restrictive Covenant  Agreement) or Company property (including information or documents, including computerized  data and any copies made of any computerized data or software (“Documents”)), without the  Company's prior authorization, on or before the Employment End Date.  You agree to return to the  Company all Company property, including, without limitation, computer equipment, software,  keys and access cards, credit cards, files and any Documents containing information concerning  the Company, its business or its business relationships (in the latter two cases, actual or  prospective) and any information about the Company’s commercial and technical strategies and  mechanics associated with implementing those strategies.  After returning all Documents and  Company property, you commit to deleting and finally purging any duplicates of files or  documents that may contain Company information from any non-Company computer or other  device that remains your property.  In the event that you discover that you continue to retain any  such property, you shall return it to the Company immediately.  6. Non-Disparagement  You agree not to make any oral or written disparaging statements (including through social media)  concerning the Company or any of its affiliates or current or former officers, directors,  shareholders, employees or agents.  You further agree not to take any actions or conduct yourself  in any way that would reasonably be expected to affect adversely the reputation or goodwill of the  Company or any of its affiliates or any of its current or former officers, members, directors,  shareholders, employees or agents.  These non-disparagement obligations shall not in any way  affect your obligation to testify truthfully in any legal proceeding.      7. Restrictive Covenant Agreement  Notwithstanding anything to the contrary in the Restrictive Covenants Agreement, in consideration  for the compensation and benefits contained in this Agreement, you hereby waive any right to  Garden Leave Pay or any other consideration under the Restrictive Covenants Agreement and you  agree that the Restrictive Covenant Agreement, including without limitation the post-employment  noncompetition provision contained in Section 8(c) of the Restrictive Covenants Agreement,  remains in full effect and is fully enforceable.  8. Confidentiality of Agreement-Related Information  You agree, to the fullest extent permitted by law, to keep all Agreement-Related Information  completely confidential.  “Agreement-Related Information” means the negotiations leading to this  Agreement and the terms of this Agreement.  Notwithstanding the foregoing, you may disclose  DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 6    Agreement-Related Information to your spouse, your attorney and your financial advisors, and to  them only provided that they first agree for the benefit of the Company to keep Agreement-Related  Information confidential.  You represent that during the period since the date of this Agreement,  you have not made any disclosures that would have been contrary to the foregoing obligation if it  had then been in effect.  Nothing in this section shall be construed to prevent you from disclosing  Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued  court order; provided that, if permissible, you provide the Company with advance written notice  and, if possible, a reasonable opportunity to contest such subpoena or court order.    9. Confidential Information; Cooperation  You understand and agree that you have been employed in a position of confidence and trust and  have had access to information concerning the Company that the Company treats as confidential  and the disclosure of which could negatively affect the Company’s interests (“Confidential  Information”).  For the avoidance of doubt, Confidential Information includes, without limitation,  the Company’s financial information as well its pricing and customer information as well as its  business and strategic plans.  You acknowledge that you remain subject to the Ongoing  Obligations, the terms of which are incorporated by reference into this Agreement.  You further  agree to cooperate with the Company and its counsel at such times and places that do not interfere  with your then professional obligations in connection with any litigation or other legal matters that  may arise and about which you have knowledge or information.    10. Protected Disclosures and Other Protected Actions  Nothing contained in this Agreement limits your ability to file a charge or complaint with any  federal, state or local governmental agency or commission (a “Government Agency”).  In addition,  nothing contained in this Agreement limits your ability to communicate with any Government  Agency or otherwise participate in any investigation or proceeding that may be conducted by any  Government Agency, including your ability to provide documents or other information, without  notice to the Company, nor does anything contained in this Agreement apply to truthful testimony  in litigation.  If you file any charge or complaint with any Government Agency and if the  Government Agency pursues any claim on your behalf, or if any other third party pursues any  claim on your behalf, you waive any right to monetary or other individualized relief (either  individually, or as part of any collective or class action); provided that nothing in this Agreement  limits any right you may have to receive a whistleblower award or bounty for information provided  to the Securities and Exchange Commission.    11. Defend Trade Secrets Act Notice  You understand that pursuant to the Defend Trade Secrets Act of 2016, you shall not be held  criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade  secret that (A) is made (i) in confidence to a federal, state, or local government official, either  directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating  a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or  other proceeding, if such filing is made under seal.      DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 7    12. Other Provisions  (a) Certain Remedies.  If you breach any of your obligations under this Agreement, in addition  to any other legal or equitable remedies it may have for such breach, the Company shall  have the right to terminate and/or enforce the return of its payments to you or for your  benefit under this Agreement.  Such remedies will not affect your continuing obligations  under this Agreement.      (b) Enforceability.  If any portion or provision of this Agreement (including, without  limitation, any portion or provision of any section of this Agreement) shall to any extent  be declared illegal or unenforceable by a court of competent jurisdiction, then the  remainder of this Agreement, or the application of such portion or provision in  circumstances other than those as to which it is so declared illegal or unenforceable, shall  not be affected thereby, and each portion and provision of this Agreement shall be valid  and enforceable to the fullest extent permitted by law.      (c) Waiver; Absence of Reliance.  No waiver of any provision of this Agreement shall be  effective unless made in writing and signed by the waiving party.  The failure of a party to  require the performance of any term or obligation of this Agreement, or the waiver by a  party of any breach of this Agreement, shall not prevent any subsequent enforcement of  such term or obligation or be deemed a waiver of any subsequent breach.  In signing this  Agreement, you are not relying upon any promises or representations made by anyone at  or on behalf of the Company.     (d) Jurisdiction; Governing Law; Interpretation.  You and the Company hereby agree that the  state and federal courts of Massachusetts located in Boston shall have the exclusive  jurisdiction to consider any matters related to this Agreement, including without limitation  any claim of a violation of this Agreement.  With respect to any such court action, you  submit to the jurisdiction of such courts and you acknowledge that venue in such courts is  proper.  This Agreement shall be interpreted and enforced under the laws of Massachusetts,  without regard to conflict of law principles.      (e) Entire Agreement.  This Agreement, the Ongoing Obligations (which are incorporated by  reference herein) and the Equity Documents constitute the entire agreement between you  and the Company and supersede any previous agreements, understandings or  communications between you and the Company, except any other obligations specifically  preserved in this Agreement.      (f) Time for Consideration; Effective Date.  You acknowledge that you have been given the  opportunity to consider this Agreement for seven (7) days before signing it (the  “Consideration Period”) and that you have knowingly and voluntarily entered into this  Agreement.  You are advised to consult with an attorney before signing this Agreement.   To accept this Agreement, you must return a signed original or a signed PDF copy of this  Agreement so that it is received by the undersigned at or before the expiration of the  Consideration Period.  If you sign this Agreement before the end of the Consideration  Period, you acknowledge by signing this Agreement that such decision was entirely  voluntary and that you had the opportunity to consider this Agreement for the entire  DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 





 






ACTIVE/110625117.3        Page 8    Consideration Period.  Subject to the foregoing, this Agreement will become effective on  the day it becomes fully executed.    (g) Counterparts.  This Agreement may be executed in separate counterparts.  When all  counterparts are signed, they shall be treated together as one and the same document.    Please indicate your agreement to the terms of this Agreement by signing and returning to the  undersigned the original or a PDF copy of this letter within the time period set forth above.  Very truly yours,  SEMRUSH, INC.    By:  ______________________________  __________________________   Oleg Shchegolev     Date   CEO and Founder        This is a legal document.  Your signature will commit you to its terms.  By signing below, you  acknowledge that you have carefully read and fully understand all of the provisions of this  Agreement and that you are knowingly and voluntarily entering into this Agreement.      ____________________________________ __________________________________  Jeffrey Belanger     Date        DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36 7/5/2021 7/5/2021 





 






ACTIVE/110625117.3        Page 9    EXHIBIT A    CERTIFICATE UPDATING RELEASE OF CLAIMS     I, hereby acknowledge and certify that I entered into the attached Transitional Services and  Separation Agreement (the “Agreement”) with Semrush, Inc.  Capitalized but undefined terms in  this Certificate are defined in the Agreement.  Pursuant to the Agreement, I am required to sign  this “Certificate,” which updates the release of claims in the Agreement, in order to receive the  severance benefits described in the Agreement.  For this Certificate to become effective and for  me to receive such severance benefits, I must sign this Certificate after the Transition End Date.   I will not sign this Certificate before the Transition End Date.  I further agree as follows:    1. In consideration of the Severance Benefits described in the Agreement, for which I  become eligible only if I sign this Certificate, I hereby extend the release of claims  set forth in the Agreement to any and all Claims that arose after the date I signed  the Agreement through the date I sign this Certificate.      2. I further expressly acknowledge and agree that this Certificate waives all Claims  under the Age Discrimination in Employment Act.  I acknowledge that the  Company has advised me to consult with an attorney before signing this Certificate  and the Agreement.      3. I acknowledge that to receive the Severance Benefits described in the Agreement,  I must return a signed PDF copy of this Certificate so that it is received by the  Company representative who signed the Agreement within 21 days after the  Transition End Date.  For the period of seven (7) business days from the date when  I sign this Certificate (the “Revocation Period”), I have the right to revoke this  Certificate by written notice to such Company representative.  For such a revocation  to be effective, it must be delivered so that it is received by such Company  representative at or before the expiration of the Revocation Period. This Certificate  shall not become effective or enforceable during the Revocation Period.  It will  become effective on the day after the Revocation Period ends (the “Certificate  Effective Date”).      4. I have carefully read and fully understand all of the provisions of this Certificate, I  knowingly and voluntarily agree to all of the terms set forth in this Certificate, and  I acknowledge that in entering into this Certificate, I am not relying on any  representation, promise or inducement made by the Company or its officers,  directors, employees, agents or other representatives with the exception of those  promises expressly contained in this Certificate and the Agreement.     Accepted and Agreed:    ________________________________  _______________  Jeffrey Belanger      Date  DocuSign Envelope ID: 2157C2B9-E26C-4E7F-81C3-6198FB45AC36