Execution Copy


 


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”), is dated as of February 28, 2022, by
and between Advantage Solutions, Inc., a Delaware corporation (the “Company”), and Jill Griffin (the “Executive”).


WHEREAS, Advantage
Sales & Marketing LLC and the Executive are parties to that certain Amended and Restated Employment Agreement dated as of September
3, 2019 (the “Existing Employment Agreement”); and


WHEREAS, the
Company and Executive desire to amend and restate the Existing Employment Agreement in its entirety on the terms and subject to the conditions
contained herein.


NOW, THEREFORE,
in consideration of the promises and mutual agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:


		1.	Agreement to Employ; No Conflicts.



1.1       This
Agreement shall become effective on April 1, 2022 (the “Effective Date”). For the avoidance of doubt, if the Executive’s
employment with the Company terminates prior to April 1, 2022, this Agreement shall be void ab initio. 


1.2       Upon
the terms and subject to the conditions of this Agreement, the Company hereby employs the Executive, and the Executive hereby accepts
employment with the Company. The Executive represents that (a) the Executive is entering into this Agreement voluntarily and that
the Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the
breach by the Executive of any agreement to which the Executive is a party or by which the Executive may be bound (including, without
limitation, any non-competition, non-solicitation, confidentiality or proprietary non-disclosure, or other similar
covenant or agreement); (b) in connection with Executive’s employment with the Company, Executive will not use any confidential
or proprietary information Executive may have obtained in connection with employment with any prior employer; (c) upon the execution
and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable
in accordance with its terms; and (d) the Executive does not have any interest in any intangible asset including, without limitation,
intellectual property, goodwill, trade secrets, and general know-how, used in, or useful to the Company’s business.


2.           Employment
Duties. During the Term (as defined below), the Executive shall serve as the Company’s Chief Executive Officer and, subject
to approval by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”)
following an amendment to the Company’s Stockholders Agreement increasing the size of the Board (which approval and amendment the
Company expects to obtain on or prior to the Effective Date), the Executive shall serve as a member of the Board. Notwithstanding the
foregoing, the Company shall take all actions necessary to appoint the Executive to the Board by no later than sixty (60) days following
the Effective Date. The Executive shall also serve on request during all or any portion of the Term as an officer, director, and/or manager
of any of the Company’s subsidiaries or affiliates as the Board may deem appropriate, without any additional compensation therefor.
During the Term, the Executive will use the Executive’s best efforts to advance the business interests of, and devote substantially
all of Executive’s working time, attention, and efforts to the business and affairs of the Company (which shall include service
to its affiliates). The Executive may engage in appropriate civic, charitable, or religious activities of the Executive’s own choosing;
provided that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities
hereunder (including the Restrictive Covenants) and are not otherwise contrary to the Company’s interests, in each case as determined
by the Company in its reasonable good faith business judgment. Except as set forth above, the Executive will not engage in any other business
activities, including serving on outside boards or committees (whether or not the Executive receives any compensation therefor) without
the prior written consent of the Company.


 






    	 	 	 



     


    

 


3.           Term
of Employment; Term Expiration.


3.1       The
term of the Executive’s employment under this Agreement shall commence on the Effective Date and continue until terminated as provided
in Section 6 below (the “Term”).


3.2       Upon
termination of this Agreement, the Executive shall not be entitled to any rights or benefits hereunder.


4.           Place
of Employment. The Executive’s principal place of employment shall be at the Company’s headquarters in Orange County,
California or such other place as reasonably determined by the Company in accordance with this Agreement, and from time to time Executive
may be required to travel to other locations in the performance of Executive’s responsibilities under this Agreement.


5.           Compensation;
Reimbursement. During the Term, the Company shall pay or provide to the Executive, in full satisfaction for the Executive’s
services provided hereunder the following:


5.1       Base
Salary. During the Term, the Company shall pay the Executive a base salary (“Base Salary”), which shall initially
be equal to $1,100,000 per year, and which shall be subject to annual review and payable in accordance with the payroll policies of the
Company for senior executives as from time to time in effect (the “Payroll Policies”), less such amounts as may be
required to be withheld by applicable federal, state, and local law and regulations or otherwise elected by the Executive to be withheld.
The Base Salary may only be reduced as part of a reduction in the base salary of all executive officers of the Company, and in no event
may the Base Salary be reduced below ninety percent (90%) of the Base Salary provided for in this Agreement.


5.2       Cash
Bonus. During the Term (and subject to Section 6), the Executive shall be eligible to receive a target bonus of one hundred fifty
percent (150%) of the Executive’s Base Salary pursuant to the terms of the Executive Bonus Plan approved by the Board or the compensation
committee of the Board (the “Compensation Committee”), based on performance metrics to be established by the Board
or the Compensation Committee in its discretion following consultation with the Executive. In addition, (A) for the Company’s
fiscal year ending December 31, 2022, Executive shall be eligible for a maximum bonus opportunity of two hundred percent (200%) of
the Executive’s Base Salary; and (B) for fiscal years after December 31, 2022, Executive may be eligible for a maximum
bonus opportunity as approved in writing from time to time by the Board or the Compensation Committee. If Executive earns a bonus in accordance
with the Executive Bonus Plan, Executive’s bonus will be paid in the calendar year immediately following the year to which the bonus
relates, on or about March 15 of such year, or, if later, as soon as practicable following the completion of the Company’s
audited financial statements for the year to which the bonus relates, and in no event later than December 31 of the calendar year
immediately following the year to which the bonus relates or at such other time as provided in the writing documentation approved the
Board.


5.3       Equity.


(a)       As
of the Effective Date (and on the same date annual equity grants are made to the other officers of the Company in the ordinary course
(the “Grant Date”)), the Company shall have granted to the Executive, pursuant to the Company’s 2020 Incentive
Plan (the “Plan”), a long-term incentive award (the “LTI Award”) with a grant date fair value of
$6,500,000.


(b)       Fifty
percent (50%) of the LTI Award shall consist of performance share units (“PSU”), which shall become eligible to vest
upon the attainment of performance goals as determined by the Compensation Committee. The maximum number of PSUs eligible to vest shall
be determined by the Committee after the end of the one-year performance period ending December 31, 2022. PSUs (x) at or below the target
level of performance that are earned at the end of the performance period shall vest with respect to 33-1/3% of the Shares earned thereunder
on each of the first three anniversaries of the Grant Date and (y) any additional shares that may be earned based on achievement above
target level of performance (and are not forfeited in accordance with the terms of the Plan and related award agreement) shall vest on
the third anniversary of the Grant Date, subject, in each case, to the Executive’s continued employment with the Company to the
applicable vesting date.






    	 	 2	 



     


    

 


Each vested PSU shall be paid out in a Share as soon as practicable following each vesting date on the same date
the PSUs that have the same Grant Date and are held by other officers of the Company settle. In all other respects, the PSUs shall be
subject to the terms and conditions of the Plan, the applicable PSU award agreement and the other documents governing the PSU award.


(c)       Thirty
percent (30%) of the LTI Award shall consist of options to purchase Shares (“Options”), which shall vest with respect
to 33-1/3% of the Shares subject thereto on each of the first three anniversaries of the Grant Date, subject to the Executive’s
continued employment with the Company to the applicable date. For purposes of Section 5.3(a), the grant date fair value of the Options
shall be based upon the fair market value of a Share on the Grant Date


(d)       Twenty
percent (20%) of the LTI Award shall consist of restricted stock units (“RSUs”). which shall vest with respect to 33-1/3%
of the Shares subject thereto on each of the first three anniversaries of the Grant Date, subject to the Executive’s continued employment
with the Company to the applicable date. For purposes of Section 5.3(a), the grant date fair value of the RSUs shall be based upon the
fair market value of a Share on the Grant Date. Each vested RSU shall be paid out in a Share as soon as practicable following each vesting
date on the same date the RSUs that have the same Grant Date and are held by other officers of the Company settle.


(e)       Although
not guaranteed, commencing with the Company’s 2023 fiscal year, the Executive may be eligible for equity grants; provided
that any grants of equity will be made to Executive in amounts, at times, in form and on such terms and conditions as determined by the
Board or the Compensation Committee, as applicable (or any successor governing board), in their sole discretion. Any grants of equity
are subject to the terms and conditions of the issuing company’s organizational documents, any applicable plan documents, and individual
award agreements, as such documents and agreements may be amended from time to time.


5.4       Expenses.
During the Term, the Company will pay or reimburse the Executive for ordinary and reasonable business-related expenses the Executive incurs
in the performance of her duties upon presentation of appropriate documentation, subject to the Company’s expense reimbursement
policies for senior executives, which are subject to the review and approval of the Board or the Committee.


5.5       Benefits.


(a)       During
the Term, the Executive shall be entitled to participate in all health, life, disability, and other benefits generally made available
from time to time by the Company to its senior executives pursuant to the terms of those plans; provided, however,
that the Company shall be entitled to amend, modify or terminate any employee benefit plans.


(b)       During
the Term, the Company shall maintain and the Executive shall be eligible to participate in Benicomp or any replacement executive healthcare
plan that provides reimbursement for out of pocket healthcare costs, the Company’s executive long-term disability plan, and other
executive benefit programs (if and as applicable); provided, however, that the Company shall be entitled to amend,
modify or terminate any such plans (collectively, the “Benefit Plans”). Further, the Company’s maintaining
any or all of the Benefit Plans for senior executives consistent with current levels shall be subject to review and approval of the Compensation
Committee.


5.6       Automobile
Allowance. During the Term, the Company will provide the Executive with an automobile allowance in an amount not to exceed $2,000
per month, less such amounts as may be required to be withheld by applicable federal, state, and local law and regulations or otherwise
elected by the Executive to be withheld, subject to such policies as may from time to time be established and amended by the Company.


 






    	 	 3	 



     


    

 


5.7       Vacation
and Sick Time. The Executive shall not earn, accrue, or receive vacation or floating holidays. The Executive shall be entitled to
take paid vacation on an as-needed basis, subject to the approval of the Board, so long as the Executive’s absence from work does
not interfere with the performance of the Executive’s job duties and the interests of the Company. Notwithstanding this provision,
the Executive shall be eligible for sick time in accordance with the Company’s sick time policy and entitled to any leave of absence
for which the Executive would otherwise be eligible in accordance with Company policy or any applicable local, state, or federal law.


5.8.       Legal
Fees. The Company shall reimburse the Executive for legal fees expended or incurred in connection negotiating the terms of this Agreement
up to $20,000.


6.           Termination.
The following shall apply in the event Executive’s employment terminates during the Term at any time for any of the reasons set
forth below:


6.1       Upon
Death or Disability.


(a)       If
during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that
the Executive, in the good faith judgment of the Company, is unable to perform Executive’s duties hereunder (with or without reasonable
accommodation) for a period of twenty-six (26) weeks during any twelve (12) month period during the Term (a “Disability”),
the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making a Disability determination,
the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or
more physicians chosen by the Company and reasonably acceptable to the Executive; and (b) to the extent reasonably necessary to make
such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive,
arrange to furnish copies of the Executive’s medical records to the Company, and use the Executive’s best efforts to cause
the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep
such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the
Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s
death.


(b)       If
the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s
legal representative, as applicable) shall be entitled to receive: (A) the Executive’s Base Salary then in effect at such the
time of termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred
by the Executive in accordance with Section 5.4; (C) employee benefits that Executive was receiving at such time through the date
of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled
under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through
(D) hereof being referred to as the “Accrued Rights”); and (E) any bonus earned, but unpaid, as of the date of
termination for the immediately preceding fiscal year (“Accrued Bonus”).


(c)       In
addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s
Disability or death, the Company will, subject to Section 6.6, pay to the Executive or the Executive’s legal representative
the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following such termination,
less any amounts received by the Executive under the Company’s disability policies, if applicable. Such payments will be made in
equal installments over such twelve (12)-month period in accordance with the Payroll Policies. The Executive will also, in the case of
a termination for Disability, be entitled to payment of the Company’s portion of post-employment Company-sponsored health insurance
premiums under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (at the same levels and costs in effect
on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars))
to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company,
Benicomp, (as may be amended, modified, or terminated by the Company from time to time) and subject to Executive’s valid election
to continue healthcare coverage under COBRA, during such twelve (12)-month period, subject to applicable taxes and withholdings; provided,
that if the Executive becomes covered by the health insurance policy of any subsequent employer during such twelve (12)-month period,
the continuation of such health insurance coverage and premium payment by the Company shall cease.


 






    	 	 4	 



     


    

 


(d)       Following
the termination of the Executive’s employment on account of the Executive’s Disability or upon the Executive’s death,
the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment
with the Company except as set forth in this Section 6.1.


6.2       For
Cause. The Company may terminate the Executive’s employment hereunder at any time, effective immediately upon written notice
to the Executive, for Cause (as defined below), subject to the notice and cure periods set forth below. If the Executive’s employment
is terminated by the Company for Cause, the Executive shall be entitled to receive the Accrued Rights. Following a termination of the
Executive’s employment by the Company for Cause, the Executive shall have no further rights to any compensation or any other benefits
with respect to the Executive’s employment with the Company except as set forth in this Section 6.2. The Company shall have
“Cause” for termination of the Executive’s employment if any of the following has occurred:


(a)       the
Executive’s dishonesty or gross negligence in the performance of the Executive’s duties hereunder, which dishonesty or gross
negligence, if curable in the reasonable determination of the Company, is not cured within 10 calendar days after a written notice specifying
such dishonesty or gross negligence is received by the Executive from the Company;


(b)       the
Executive’s willful or continued failure to perform the Executive’s duties in all material respects, which failure, if curable
in the reasonable determination of the Company, is not cured within 10 calendar days after a written notice specifying such failure is
received by the Executive from the Company;


(c)       the
Executive’s intentional misconduct in connection with the performance of the Executive’s duties, which misconduct, if curable
in the reasonable determination of the Company, is not cured within 10 calendar days after a written notice specifying such misconduct
is received by the Executive from the Company;


(d)       the
Executive’s conviction of, nolo contendere or guilty plea to, a crime that constitutes a felony, or a misdemeanor involving moral
turpitude;


(e)       a
material breach by the Executive of this Agreement or any restrictive covenant(s) entered into by and between the Company and the Executive
(including, without limitation, any restrictive covenant agreement or confidentiality, property protection, non-competition and/or non-solicitation agreement
executed by Executive, collectively, the “Restrictive Covenant(s)”), which breach, if curable in the reasonable determination
of the Company, is not cured within 10 calendar days after a written notice specifying such breach is received by the Executive from the
Company;


(f)       following
a reasonable investigation by the Company, the Company finds a violation by the Executive of any material written policy of the Company,
including, but not limited to, policies and procedures pertaining to harassment, discrimination, and drug and alcohol use, which violation,
if curable in the reasonable determination of the Company, is not cured within 10 calendar days after a written notice specifying such
violation is received by the Executive from the Company; or


(g)       confirmed
positive illegal drug test result for the Executive, after the Executive has been given a reasonable opportunity to present evidence refuting
such result to the Company.


 






    	 	 5	 



     


    

 


6.3       Without
Cause or With Good Reason.


(a)       The
Company may terminate the Executive’s employment hereunder without Cause at any time upon written notice to the Executive and the
Executive may terminate Executive’s employment for Good Reason (as defined below) if Executive provides three (3) months prior
written notice to the Company, which notice period may be reduced by the Company upon receipt of such notice. If the Executive’s
employment is terminated by the Company without Cause or by the Executive with Good Reason during the Term, the Executive shall be entitled
to receive the Accrued Rights, any Accrued Bonus and, subject to Section 6.5, the additional benefits provided in this Section 6.3.


(b)       The
Executive will be entitled to continue to receive as severance Executive’s Base Salary then in effect at the time of such termination
for a period of twenty-four (24) months (the “Severance Period”). Such payments will be made in equal installments
over the Severance Period in accordance with the Payroll Policies.


(c)       The
Executive shall receive a pro-rated portion of the annual bonus payable for the year of termination under Section 5.2, based upon the
number of days in the year of termination through the date of termination relative to 365 and based on actual performance as determined
by the Compensation Committee, to be paid at the same time as other executives of the Company.


(d)       With
respect to each outstanding equity award, the Executive shall be eligible to vest in an additional number of her then outstanding equity
awards equal to (i) the amount of the equity awards scheduled to vest on the next applicable vesting date, multiplied by (ii) a fraction,
the numerator of which is the number of days worked in the vesting period through the date of termination and the denominator of which
is the total number of days in the vesting period ending with the next applicable vesting date. To the extent equity awards that are subject
solely to time-based vesting become vested pursuant to this Section 6.3(d), they shall vest immediately effective as the date of the Executive’s
termination of employment. To the extent PSUs and any other equity awards that are subject to performance-based vesting become vested
pursuant to this Section 6.3(d), they shall vest on the next applicable vesting date, provided that such PSUs and other equity
awards subject to performance-based vesting shall only vest to the extent of actual performance.


(e)       The
Executive will also be entitled during the Severance Period to payment of the Company’s portion of post-employment Company-sponsored
health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating
cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to
continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted
and still maintained by the Company, Benicomp, (as may be amended, modified, or terminated by the Company from time to time), subject
to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any
subsequent employer during the Severance Period, the continuation of such health insurance coverage and premium payment by the Company
shall cease.


(d)       Following
a termination of the Executive’s employment by the Company without Cause, the Executive shall have no further rights to any compensation
or any other benefits except as set forth in this Section 6.3.


6.4         Resignation
Without Good Reason. The Executive may terminate Executive’s employment without Good Reason (as defined below) upon thirty (30) days’
prior written notice to the Company, which notice period may be reduced by the Company upon receipt of such notice. In the event of such
a termination, the Executive shall be entitled to receive the Accrued Rights. Following a termination of the Executive’s employment
by the Executive without Good Reason, the Executive shall have no further rights to any compensation or any other benefits except as set
forth in this Section 6.4. The Executive shall have “Good Reason” for termination of Executive’s employment
hereunder if, other than for Cause, any of the following has occurred:


 






    	 	 6	 



     


    

 


(a)       a
reduction in the Base Salary other than as described under Section 5.1 of this Agreement;


(b)       the
movement by the Company, without the Executive’s consent, of the Executive’s principal place of employment to a site that
is more than 50 miles from the Executive’s current principal place of employment;


(c)       the
Company has reduced or reassigned, in any material respect, the duties and responsibilities of the Executive hereunder and such event
has not been rescinded within sixty (60) business days after the Executive notifies the Company that Executive objects thereto;


(d)       the
diminution or other reduction in the title of the Executive’s position with the Company;


(e)       the
Company requires the Executive to directly report to anyone other than the Board; or


(f)       any
material breach by the Company of this Agreement.


Notwithstanding
the foregoing, the Executive shall not have “Good Reason” to terminate the Executive’s employment in connection with
any of the foregoing events unless (1) Executive provides the Company with three (3) months prior written notice of such termination,
and such notice is provided within ninety (90) days of the initial occurrence of the event constituting Good Reason; (2) such
termination is conditioned upon the Company failing to cure the event constituting Good Reason within the thirty (30)-day period
following provision of notice; and (3) the Company fails to cure such event constituting Good Reason within such thirty (30)-day period.


6.5       Release.
Notwithstanding the foregoing, in order to be eligible for any of the payments under Section 6.1 (in the case of termination for
Disability) or 6.3, the Executive must (a) execute and deliver to the Company a general release, substantially in the form attached
hereto as Exhibit A (the “Release”) (as may be modified only to the extent necessary to (i) have the same legal
effect on the date of execution as it would if it were executed on the date hereof, and (ii) be in accordance with the limitations
and requirements of applicable law) and not subsequently revoke such Release; and (b) be and remain in compliance with the Executive’s
obligations under this Agreement and the Restrictive Covenant(s). In the event that the Executive breaches the Executive’s obligations
hereunder or under the Restrictive Covenant(s), any and all payments or benefits provided for in Sections 6.1 or 6.3 shall cease immediately.


6.6       No
Reduction of Severance. Except as provided above, the amount of any severance payment or benefit shall not be reduced or offset by
reason of any compensation earned by the Executive from a subsequent employer, and the Executive will not be under any obligation to seek
other employment or to take any other actions to mitigate any severance payments or benefits amounts payable to the Executive.


6.7       Resignations.
The Executive shall be deemed to have voluntarily resigned from each officer and each director position the Executive holds with the Company
and/or any of its subsidiaries or affiliates upon the termination of the Executive’s employment for any reason. The Executive agrees
to provide the Company with any documentation requested by it to evidence such resignation(s) promptly following the Company’s request.


6.8       Sole
and Exclusive Remedy. It is further acknowledged and agreed by the parties that the actual damages to the Executive in the event of
termination would be difficult if not impossible to ascertain, and, therefore, the salary and benefit continuation provisions set forth
in this Section 6 shall be the Executive’s sole and exclusive remedy in the case of termination and shall, as liquidated damages
or severance pay or both, be considered for all purposes in lieu of any other rights or remedies, at law or in equity, which the Executive
may have in the case of such termination.


 






    	 	 7	 



     


    

 


6.9       Return
of Information. On or before the termination of Executive’s employment, or at any time upon demand of the Company, for whatever
reason, Executive will return to the Company, all Company property, equipment, confidential information, records, electronically stored
data, and other materials relating to Executive’s employment, including tools, documents, papers, computer software, and passwords
and other identification materials. This obligation applies to all materials relating to the affairs of the Company or any of its customers,
clients, vendors, or agents that may be in Executive’s possession or control.


7.            Non-Disparagement.


7.1       The
Executive will not, during the Term and for a period of twenty-four (24) months thereafter: (a) make any statement disparaging or
criticizing the Company or any products or services offered by the Company or any of its affiliates; or (b) make any other statement
which would be reasonably expected to (i) impair the goodwill or reputation of the Company, or (ii) impair the goodwill or reputation
of any products or services offered by the Company or any of its affiliates. For the avoidance of doubt, the foregoing shall not prohibit
the Executive during the Term from discharging her duties by providing constructive criticism to her peers and superiors within the Company
concerning the Company’s products and services for the purpose of improving their quality and efficiency or from responding to a
valid subpoena, or other form of legal process.


8.            Certain
Agreements.


8.1       Customers,
Suppliers. The Executive does not have, and at any time during the Term shall not have, any employment with or any direct or indirect
interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant, or otherwise) any client or customer of or
supplier to the Company, other than the ownership of less than five percent (5%) of the securities of any class of corporation whose shares
are listed or admitted to trade on a national securities exchange or are quoted on Nasdaq or a similar means if Nasdaq is no longer providing
such information.


8.2       Code
of Conduct. The Executive has reviewed, is familiar with, and agrees to abide by the Company’s Code of Business Conduct and
Ethics, as may be amended from time to time.


9.            Necessary
Amendments to Comply with Section 409A. The parties intend that the payments and benefits provided for in this Agreement
either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or be
provided in a manner that complies with Section 409A of the Code and any ambiguity herein shall be interpreted so as to be
consistent with the intent of this Section. Notwithstanding anything contained herein to the contrary, all payments and benefits
which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment
that constitute a “separation from service” from the Company within the meaning of Section 409A of the Code
(determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is
a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance
promulgated thereunder, any payments described in Section 6 shall be delayed for a period of six (6) months following the
Executive’s termination of employment to the extent and up to the amount necessary to ensure such payments are not subject to
the penalties and interest under Section 409A of the Code. The Release to be executed pursuant to Section 6.6 shall be
executed by Executive no later than thirty (30) days following the Executive’s separation from service (such date, the
“Release Date”), and if the Executive fails or refuses to do so the Executive shall forfeit the right to such
severance compensation as would otherwise be due and payable. If the Executive executes such release, payment of the severance
compensation that becomes payable hereunder shall commence on the Company’s first payroll date that is coincident with or
immediately following the Release Date, and the Executive shall receive any severance compensation that otherwise would have been
paid prior to such payroll date absent the application of this Section 9 in a lump-sum payment on such payroll date.
If additional guidance is issued under, or modifications are made to, Section 409A of the Code or any other law affecting
payments to be made under this Agreement, the Executive agrees that the Company may take such reasonable actions and adopt such
amendments as the Company believes are necessary to ensure continued compliance with the Code, including Section 409A thereof.
However, the Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be in compliance with
Section 409A, and the Executive shall be responsible for obtaining his/her own tax advice with regard to such matters.


 






    	 	 8	 



     


    

 


10.           Notices.
All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) by hand (with written
confirmation of receipt), (b) by registered mail, return receipt requested, or (c) by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate address set forth below (or to such other address as a party may designate
by notice given in accordance herewith).


(a)       For
notices and communications to the Company:


 


Advantage Solutions
Inc.


15310 Barranca Parkway,
Suite 100


Irvine, CA 92618


Attn: General Counsel


(b)       For
notices and communications to the Executive, to the Executive’s most recent address on file with the Company. Any party hereto may,
by notice to the other, change its address for receipt of notices hereunder.


11.           Parachute
Payments.


11.1       Notwithstanding
any other provisions of this Agreement or any employee benefit plans, programs or arrangements, in the event that any payment or benefit
by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section 6 above,
being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed
by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (in the order provided
in Section 11(b) below) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only
if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, and local income
and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions
attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such
reduction (but after subtracting the net amount of federal, state, and local income and employment taxes on such Total Payments and the
amount of the Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account
the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).


11.2       The
Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments
that are exempt from Section 409A of the Code, (ii) reduction on a pro-rata basis of any non-cash severance
payments or benefits that are exempt from Section 409A of the Code, (iii) reduction on a pro-rata basis of any other
payments or benefits that are exempt from Section 409A of the Code, and (iv) reduction of any payments or benefits otherwise
payable to Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code; provided,
that in case of subclauses (ii), (iii) and (iv), reduction of any payments attributable to the acceleration of vesting of Company equity
awards shall be first applied to Company equity awards that would otherwise vest last in time.


11.3       The
Company will select an adviser with experience in performing calculations regarding the applicability of Section 280G of the Code
and the Excise Tax; provided that the adviser’s determination shall be made based upon “substantial authority”
within the meaning of Section 6662 of the Code, (the “Independent Advisors”) to make determinations regarding
the application of this Section 11.


 






    	 	 9	 



     


    

 


The Independent Adviser shall provide its determination, together with detailed supporting calculations
and documentation, to Executive and the Company within fifteen (15) business days following the date on which Executive’s right
to the Total Payments is triggered, if applicable, or such other time as requested by Executive (provided, that Executive reasonably
believes that any of the Total Payments may be subject to the Excise Tax) or the Company. The costs of obtaining such determination and
all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company. Any good
faith determinations of the Independent Adviser made hereunder shall be final, binding, and conclusive upon the Company and Executive.


11.4       In
the event it is later determined that to implement the objective and intent of this Section 11, (i) a greater reduction in the Total
Payments should have been made, the excess amount shall be returned promptly by Executive to the Company; or (ii) a lesser reduction
in the Total Payments should have been made, the excess amount shall be paid or provided promptly by the Company to Executive, except
to the extent the Company reasonably determines would result in the imposition of an excise tax under Section 409A of the Code.


12.          Whistleblower
Protections and Trade Secrets. Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive
from reporting possible violations of federal law or regulation to any United States government agency or entity in accordance with the
provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, or Section 806 of the Sarbanes-Oxley
Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an
award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding
anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally
or civilly liable under any federal or state trade secret law (A) for the disclosure of a trade secret that is made in confidence
to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law, or (B) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected
violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the
court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except
pursuant to court order.


13.           General.


13.1       Governing
Law; Arbitration. This Agreement shall be governed by the laws of the State of California, without regard to any conflicts of laws
principles thereof that would call for the application of the laws of any other jurisdiction.


Any action or
proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three (3) arbitrators in Irvine, California, in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association then in effect. The arbitrators shall not have the authority to add to,
detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority
to order back-pay, severance compensation, reimbursement of costs, including those incurred to enforce this Agreement, and interest
thereon. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators’
award in any court having jurisdiction. Responsibility for bearing the cost of the arbitration shall be determined by the arbitrator and
shall be proportional to the arbitrator’s decision on the merits. Notwithstanding anything herein to the contrary, the Company or
the Executive shall be entitled to bring an action for equitable relief, including injunctive relief and specific performance in any court
of competent jurisdiction.


13.2       Waiver
of Jury Trial. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING
THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING
TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.


 






    	 	 10	 



     


    

 


13.3       Amendment;
Waiver. This Agreement may be amended, modified, superseded, canceled, renewed, or extended, and the terms hereof may be waived, only
by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of either
party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise,
in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this Agreement.


13.4       Successors
and Assigns. This Agreement shall be binding upon the Executive, without regard to the duration of the Executive’s employment
by the Company or reasons for the cessation of such employment, and inure to the benefit of the Executive’s administrators, executors,
heirs, and assigns, although the obligations of the Executive are personal and may be performed only by the Executive. The Company may
assign this Agreement and its rights and interests, together with its obligations, hereunder (a) in connection with any sale, transfer,
or other disposition of all or substantially all of its assets or business(es), whether by merger, consolidation or otherwise; or (b) to
any wholly owned subsidiary of the Company; or (c) as collateral to one or more lenders of the Company or its subsidiaries or affiliates.
This Agreement shall also be binding upon and inure to the benefit of the Company and its subsidiaries, successors, and assigns, and the
rights of the Company hereunder are enforceable by its subsidiaries or affiliates, which are the intended third party beneficiaries hereof
and no other third party beneficiary is so otherwise intended.


13.5       Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original.
Any counterpart signature transmitted by facsimile or by sending a scanned copy by email or similar electronic transmission shall be deemed
an original signature.


13.6       Severability.
If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative
and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.


13.7       Rules
of Construction. Each of the parties acknowledges that it has been represented by (or has had the opportunity to be represented by)
independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed
the same with consent and upon the advice of said independent counsel (if the party has elected to obtain such advice). Accordingly, any
rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted
it is of no application and is hereby expressly waived.


13.8       Entire
Agreement. This Agreement (together with the documents referred to herein, including without limitation the Plan and the Restrictive
Covenants) supersedes all prior agreements between the parties and Advantage Sales & Marketing LLC with respect to its subject matter
(including, without limitation, the Existing Employment Agreement), and is a complete and exclusive statement of the terms of the agreement
between the parties and Advantage Sales & Marketing LLC with respect thereto.


13.9       Delivery
by Facsimile or Email. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine
or email with scan or facsimile attachment, shall be treated in all manner and respects as an original agreement or instrument and shall
be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request
of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties (with
any costs associated with such request and delivery to be assumed by the requesting party). No party hereto shall raise the use of a facsimile
machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine or email as a defense to the formation or enforceability of a contract, and each such party forever waives
any such defense.


 






    	 	 11	 



     


    

 


13.10       Survival.
The covenants, provisions, terms, and conditions of Sections 6 and 7 and Sections 9 through 13 of this Agreement shall survive and continue
in full force in accordance with their terms notwithstanding the termination of this Agreement and/or the termination of the Executive’s
employment regardless of the circumstances of or reason for such termination.


[signature page
follows]


 


 


 


 


 


 


 






    	 	 12	 



     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


	 	 	 	 
	 	ADVANTAGE SOLUTIONS INC.
	 	 	 
	 	By:	 	/s/ Bryce Robinson
	 	 	 	Bryce Robinson
	 	 	 	General Counsel & Secretary


 


	 	 	 
	
	 	EXECUTIVE
	 	 
	 	 	/s/ Jill Griffin
	 	 	Jill Griffin
	 	 	 


 


 


 


 


 


 


[Signature page
to Employment Agreement]


 


 



    	 	 13	 



     


    




EXHIBIT A


 


SEPARATION AGREEMENT
AND GENERAL RELEASE


This Separation Agreement
and General. Release (the “Agreement”) is entered into by and between Jill Griffin (“Employee”),
on the one hand, and Advantage Sales & Marketing LLC, a California limited liability company (the “Company”),
on the other hand.


WHEREAS, Company employed
Employee pursuant to that certain Amended and Restated Employment Agreement dated as of                 ,
2022, as amended or otherwise modified from time to time (the “Employment Agreement”);


WHEREAS, Employee’s
employment and all of Employee’s positions with Company and its subsidiaries and affiliates terminated effective [DATE] (the “Termination Date”);


WHEREAS, Employee seeks
to obtain the payments and benefits provided under the Employment Agreement;


WHEREAS, Employee acknowledges
that Employee has received all accrued wages, bonus, vacation/paid time off, and any other compensation due as of the Termination
Date; provided, however, that Employee understands Employee may subsequently receive a separate check for reimbursement
of reasonable business expenses in accordance with Company policies; and


WHEREAS, capitalized
terms used, but not defined in this Agreement, shall have the meanings ascribed to such terms in the Employment Agreement.


NOW, THEREFORE, in
an effort to put any and all disputes behind the parties, for and in consideration of the mutual covenants contained herein and for other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties have agreed to settle finally and forever
any and all claims between them of any nature whatsoever relating to or arising from Employee’s employment by Company and/or the
termination of that employment.


1.       Effective
Date. This Agreement shall not become effective unless and until (i) the Company has received this Agreement signed by Employee
without modification; and (ii) the seven (7)-day revocation period referenced herein has expired and Employee has not revoked
Employee’s assent to this Agreement, and shall thereafter be effective as of the date such revocation period terminates without
exercise (the “Effective Date”).


2.       Severance
Pay and Benefits. Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s
assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential
and proprietary information) issued to Employee in connection with Employee’s employment with the Company:


2.1       Company
shall pay Employee the gross amount of [$AMOUNT], which represents [APPLICABLE TIME PERIOD] (    ) months
(the “Severance Period”) of Employee’s current Base Salary under the Employment Agreement, less normal,
customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the Severance Pay”).
Unless terminated earlier pursuant to the Employment Agreement, the Severance Pay shall be paid in pro rata amounts over the Severance
Period in accordance with the Company’s payroll practices. The first installment of the Severance Pay shall be made as soon as administratively
possible following the Effective Date.


2.2       Company
shall pay Employee the pro rata bonus in accordance with Section [ ] of the Employment Agreement and shall cause the additional vesting
provided for in Section [ ] of the Employment Agreement.






    	 	 1	 



     


    

 


2.3       Company
shall pay Employee the following: [ ]  months of the Company’s portion of post-employment company-sponsored health insurance
premiums under COBRA ((at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost,
an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent
permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp (subject
to applicable taxes and withholdings).


(a)       The
Company will make the first monthly Severance Benefits payment to Employee as soon as administratively possible following (i) the
Effective Date, and (ii) receipt by Company of notification that Employee has made the necessary election of benefits continuation
under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee, the Company will continue
to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification
that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator.


(b)       Employee
will be responsible for paying the full amount of the premium, plus applicable administrative fees, to the carrier or COBRA administrator.


2.4       The
entire amount of the payments set forth in Section 2 and its subsections paid by the Company to Employee is considered taxable income
and will be reported on a Form W-2 issued to Employee for the applicable year.


2.5       In
the event the Company, after reasonable investigation, determines that Employee has breached Employee’s obligations under (i) this
Agreement, (ii) any Confidentiality, Non-Solicitation and/or Non-Competition Agreement to which Employee and
the Company are parties, (iii) the Restrictive Covenants, (iv) the confidentiality or non-disparagement obligations
contained in the Employment Agreement, or (v) the Seventh Amended and Restated Agreement of Limited Partnership of Karman Topco L.P.
as amended, supplemented, or otherwise modified from time to time, the (“LP Agreement”), if applicable, Employee’s
eligibility for the Severance Pay and Severance Benefits shall cease immediately. Moreover, from the date of the breach, the Company shall
be entitled to recover payments in excess of one thousand dollars ($1,000.00) made to the Employee for Severance Pay under this Agreement.


2.6       Employee
acknowledges that the Severance Pay and Severance Benefits exceeds any earned wages or anything else of value otherwise owed to Employee
by the Company.


3.           General
Release of Claims.


3.1       Except
for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement
and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all
of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies, and affiliates
(all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever
discharges and absolves Company, its parents, subsidiaries, and affiliates (“Advantage Companies”) and each of their
respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators,
executors, representatives, predecessors, successors, assigns, related organizations, and related employee benefit plans (collectively,
the “Company Releasees”), of, from and for any and all claims, rights, causes of action, demands, damages, rights,
remedies, and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present,
or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising
out of or related to Employee’s employment with Company or the termination of Employee’s employment by Company (hereinafter
referred to as “Employee’s Released Claims”), from the beginning of time up to and including the Effective Date,
including without limitation, any claims, debts, obligations, and causes of action of any kind arising under any (i) contract including
but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited
to any tort claims),


 






    	 	 2	 



     


    

 


or (iii) any federal, state, or local statutory law including, without limitation, any law which prohibits discrimination
or harassment on the basis of sex, race, national origin, veteran status, age, immigration, or marital status, sexual orientation, disability,
or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income
Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit
discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and the California Fair Employment
and Housing Act; provided, however, that Employee’s release does not waive, release, or otherwise discharge
any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits
and unemployment benefits.


3.2       Employee
represents and warrants that Employee has brought no complaint, claim, charge, action, or proceeding against any of the Advantage Companies
in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee
covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released
Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee
shall not bring any complaint, claim, charge, action, or proceeding to challenge the validity of this Agreement or encourage any other
person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in
any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the
right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue
any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of
Employee’s claims, if any, under the Age Discrimination in Employment Act.


3.3       Except
with respect to a breach of obligations arising out of this Agreement, if any, and to the fullest extent permitted by law, execution of
this Agreement by the parties operates as a complete bar and defense against any and all of Employee’s Released Claims.


4.       Waiver
of Unknown Claims. Employee expressly acknowledges that Employee has read and understood the following language contained in Section 1542
of the California Civil Code:


“A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY.”


But for the obligations
arising from this Agreement, having reviewed this provision, Employee nevertheless hereby voluntarily waives and relinquishes any and
all rights or benefits Employee may have under section 1542, or any other statutory or non-statutory law of similar effect.
Thus, Employee expressly acknowledges this Agreement is intended to and does include in its effect, without limitation, all claims Employee
does not know or suspect to exist in Employee’s favor at the time of signing this Agreement, and that this Agreement extinguishes
any such claims. Employee warrants that Employee has consulted counsel and/or has had the opportunity to consult with counsel about this
Agreement and specifically about the waiver of section 1542 (or other state law of similar effect) and that Employee understands the section
1542 (or other state law of similar effect) waiver and freely and knowingly enters into this Agreement. Employee acknowledges that Employee
may later discover facts different from or in addition to those Employee now knows or believes to be true regarding the matters released
or described in this Agreement, and even so, Employee agrees that the releases contained in this Agreement shall remain effective in all
respects notwithstanding any later discovery of any different or additional facts.


5.       No
Admissions. By signing this Agreement, the Company does not admit to any wrongdoing or legal violation by the Company or the Company
Releasees. 


 






    	 	 3	 



     


    

 


6.       Cooperation.
Employee hereby agrees to cooperate with and provide requested assistance to Company with respect to any claim, cause of action, litigation,
or other matter involving the Company, in which: (a) Employee (i) has significant knowledge, or (ii) was intimately involved,
during the course of Employee’s employment; and (b) such requested assistance and/or cooperation is reasonably necessary and
appropriate. For the avoidance of doubt, nothing in this Section 6 is intended to require Employee to provide anything but truthful
and accurate information or testimony in the event Employee is asked for information or called to testify.


7.       Return
of Information and Property. Employee represents that as of the date of Employee’s execution of this Agreement, Employee has
returned to the Company, all Company property, equipment, confidential information, records, electronically stored data, and other materials
relating to Employee’s employment, including tools, documents, papers, computer software, passwords, and other identification materials,
ID cards, keys, credit cards, personal computers, tablets, cell phones, and/or instruction manuals. This obligation applies to all materials
relating to the affairs of the Company or any of its customers, clients, vendors, employees, or agents that may be in Employee’s
possession or control. All such Company property must be returned by Employee in order for Employee to commence receiving the Severance
Pay and Severance Benefits provided under Section 2 hereof.


8.       Compliance
with Prior Restrictive Covenants. Employee hereby reaffirms Employee’s obligations under the Restrictive Covenants.


9.       Remedy
for Breach.


9.1       Employee
acknowledges that Employee’s breach of the obligations contained in this Agreement would cause the Company irreparable harm that
could not be reasonably or adequately compensated in damages in an action at law. If Employee breaches or threatens to breach any of the
provisions contained in this Agreement, the Company shall be entitled to an injunction, without bond, restraining Employee from committing
such breach. The Company’s right to exercise its option to obtain an injunction shall not limit its right to any other remedies
for breach of any provision of this Agreement.


9.2       Employee
agrees that Employee’s obligations under this Agreement shall be absolute and unconditional.


9.3       The
foregoing shall in no way limit the Company’s rights under Section 2.4 of this Agreement.


10.       Other
Rights & Obligations. Nothing in this Agreement shall limit any rights or obligations of the Employee under the LP Agreement
or any other agreement pertaining to Employee’s ownership of Units (as defined in the LP Agreement). 


11.       Confidentiality.
Employee agrees the terms and conditions of this Agreement shall be confidential and shall not be disclosed except (as applicable) (i)
as required by subpoena or otherwise by law; (ii) to an accountant or tax preparer for the purposes of preparing tax returns only;
(iii) to Employee’s attorney; or (iv) to Employee’s spouse; provided, however, that Employee
advises the person receiving such information of the confidentiality obligations required as to such information, and such person commits
to keep such information confidential on terms no less stringent than the terms of this Agreement. Further, if Employee receives a subpoena,
court order, or other compulsory process requiring disclosure of the terms of this Agreement, Employee shall provide written notice to
the Company so as to afford the Company a reasonable opportunity to seek a protective order, to the fullest extent permitted by law. If
application for a protective order is made promptly by the Company, Employee shall not disclose the terms of this Agreement prior to receiving
a court order or consent of the Company.


12.       Employee
Representations. Employee represents and agrees that Employee (a) has suffered no injuries or damages in the course and scope
of Employee’s employment with the Company that Employee did not already report to the Company; (b) fully understands all terms
of this Agreement and is signing it voluntarily and with full knowledge of its significance; and (c) is not relying and has not relied
upon any representation or statement made by the Company or its agents, representatives, or attorneys, with regard to the subject matter,
basis, or effect of this Agreement or otherwise, other than as specifically stated in this Agreement. 


 






    	 	 4	 



     


    

 


13.       Notice.
All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) by hand (with written
confirmation of receipt), (b) by registered mail, return receipt requested, or (c) by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate address set forth below (or to such other address as a party may designate
by notice given in accordance herewith).


As to Employee:


 


	 	 	 	 	 
	 	 	                                    	 	 
	 	 	                                    	 	 
	 	 	                                    	 	 


As to Company:


Advantage Solutions
Inc.


15310 Barranca Parkway,
Suite 100


Irvine, CA 92618


Attn: General Counsel


 


14.       No
Modification. No modification to any term or provision contained in this Agreement shall be binding upon any party unless made in
writing and signed by both parties. 


15.       Severability.
If any provision of this Agreement is held to be unenforceable for any reason, all of the remaining parts of the Agreement shall remain
in full force and effect.


16.       No
Assignment. Each party represents Employee or it has not assigned any portion of the Employee’s Released Claims to any third
party.


17.       Choice
of Law. This Agreement shall be governed by the laws of the State of California, without regard to any conflicts of laws principles
thereof that would call for the application of the laws of any other jurisdiction.


18.       Integration.
This Agreement contains the entire agreement between the parties hereto and, except as expressly referenced herein, supersedes any and
all prior agreements, arrangements, negotiations, discussions, or understandings between or among the parties hereto relating to the subject
matter hereof. No oral understanding, statements, representations, promises, or inducements contrary to the terms of this Agreement exist.
This Agreement cannot be changed, in whole or in part, or terminated unless in writing signed by the parties to this Agreement. Other
than these exceptions noted herein and the provisions of the Employment Agreement which survive termination by their express terms (including
without limitation the Restrictive Covenants), Employee understands that all prior agreements between Employee and the Company are terminated
and that neither Employee nor the Company has any continuing rights or obligations under any such agreement(s).


19.       Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original.
Any counterpart signature transmitted by facsimile or by sending a scanned copy by email or similar electronic transmission shall be deemed
an original signature. 


20.       Successors
and Assigns. This Agreement shall bind and shall inure to the benefit of the successors and assigns of each party. With respect to
Employee, this Agreement shall also bind and inure to the benefit of Employee’s heirs and assigns.


21.       Delivery
by Facsimile or Email. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine
or email with scan or facsimile attachment, shall be treated in all manner and respects as an original agreement or instrument and shall
be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.






    	 	 5	 



     


    

 





At the request
of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties (with
any costs associated with such request and delivery to be assumed by the requesting party). No party hereto shall raise the use of a facsimile
machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine or email as a defense to the formation or enforceability of a contract, and each such party forever waives
any such defense.


22.       ADEA
Provisions and Notification. In compliance with the requirements of the Age Discrimination in Employment Act (ADEA), as amended by
the Older Workers’ Benefit Protection Act of 1990, Employee acknowledges by Employee’s signature below that, with respect
to the rights and claims waived and released herein under the ADEA, Employee has read and understands this Agreement and specifically
understands the following:


22.1       That
Employee is advised to consult with an attorney before signing this Agreement;


22.2       That
Employee is releasing the Company Releasees from, among other things, any claims which Employee might have against any of them pursuant
to the ADEA as amended;


22.3       That
the releases contained in this Agreement do not cover any rights or claims that may arise after the date on which Employee executed this
Agreement;


22.4       That
Employee has been given a period of twenty-one (21) days in which to consider this Agreement but if Employee elects to
forego any portion of the twenty-one (21)-day period Employee understands and agrees that Employee does so voluntarily and is waiving
the balance of the twenty-one (21)-day period; and


22.5       That
Employee may revoke this Agreement during the seven (7)-day period following the date of Employee’s execution of this Agreement
by giving written notice of said revocation in accordance with the notice provision of this Agreement, and that this Agreement will not
become binding and effective until the seven (7) day revocation period has expired.


 


	 	 	 	 	 	 	 
	Dated:                    , 20        	 	 	 	 
	 	 	 	 	Jill Griffin
	 	 	 
	 	 	 	 	Advantage Solutions Inc.
	 	 	 	 
	Dated:                    , 20        	 	 	 	By:	 	 
	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	Its: Chief Executive Officer


 


 


 


 


6