maxwell_brian-dbol






257042430 v2          November 23, 2021  Brian Maxwell  VIA EMAIL/DOCUSIGN  Dear Brian,  You are currently employed as Chief Operating Officer of DB Management Co. (the “Company”), a  wholly-owned subsidiary of Dutch Mafia, LLC. This letter sets forth the terms and conditions of your  employment by the Company, including the provision of services to Dutch Mafia, LLC and its affiliated  entities, including Dutch Bros Inc., with such terms to be effective as of November 1, 2021.    1. POSITION. You are serving in a full-time capacity as Chief Operating Officer of the Company  and Dutch Bros Inc.  In this role, you report to the Chief Executive Officer.  You are currently  working out of our facility located in Oregon.  Subject to the other provisions of this letter  agreement, we may change your position, duties, and work location from time to time at our  discretion.  2. EMPLOYEE BENEFITS. As a regular employee of the Company, you are eligible to participate  in the Company’s standard benefits, subject to the terms and conditions of such plans and  programs. You are also being provided with a Company-owned car for your business use  (subject to taxes as applicable).  Subject to the other provisions of this letter agreement, we may  change compensation and benefits from time to time at our discretion.  3. SALARY. Your annual base salary is $593,182.55, less deductions and withholdings, payable in  semi-monthly installments in accordance with the Company’s standard payroll practices for  salaried employees. This salary will be subject to adjustment pursuant to the Company’s  employee compensation policies in effect from time to time.  4. EQUITY.  You have been granted various equity interests in Dutch Bros. Inc.  Those equity  interests shall continue to be governed in all respects by the terms of the applicable equity  agreements, grant notices and equity plans.    5. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. You are required, as a  condition of your continuing employment, to execute the Employee Confidential Information  and Inventions Assignment Agreement attached hereto as Exhibit A.  6. PERIOD OF EMPLOYMENT. Your employment remains “at will,” meaning that either you or  the Company (or any of its affiliated entities) may terminate your employment at any time and  for any reason, with or without cause.  This remains the full and complete agreement between  you and the Company (and any of its affiliated entities) on this term. Although your job duties,  title, compensation and benefits, as well as the Company’s personnel policies and procedures,  may change from time to time, the “at will” nature of your employment may only be changed in  an express written agreement signed by you and a duly authorized member of the Board of  Directors of Dutch Bros Inc.  DocuSign Envelope ID: 7307FDF1-4000-4234-9B37-16172E8C0938 





 






257042430 v2        7. SEVERANCE.  You will be eligible for severance benefits under the terms and conditions of the  Dutch Bros Inc. Amended and Restated Severance and Change in Control Plan.  8. AMENDMENT. This letter agreement (except for terms reserved to the Company’s discretion)  may not be amended or modified except by an express written agreement signed by you and a  duly member of the Board of Directors of Dutch Bros Inc.  9. ARBITRATION. To ensure the rapid and economical resolution of disputes that may arise in  connection with your employment with the Company or the services you provide to the  Company’s affiliated entities, you and the Company (together with all of its affiliated entities)  agree that any and all disputes, claims, or causes of action, in law or equity, including but not  limited to statutory claims, arising from or relating to the enforcement, breach, performance, or  interpretation of this agreement, your employment with the Company or the services you provide  to the Company’s affiliated entities, or the termination of your employment, shall be resolved  pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law,  by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’  then applicable rules and procedures for employment disputes before a single arbitrator  (available upon request and also currently available at http://www.jamsadr.com/rules- employment-arbitration/). You acknowledge that by agreeing to this arbitration procedure,  both you and the Company waive the right to resolve any such dispute through a trial by  jury or judge or administrative proceeding.  In addition, all claims, disputes, or causes of  action under this section, whether by you or the Company, must be brought in an individual  capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported  class or representative proceeding, nor joined or consolidated with the claims of any other person  or entity.  The arbitrator may not consolidate the claims of more than one person or entity, and  may not preside over any form of representative or class proceeding.  To the extent that the  preceding sentences regarding class claims or proceedings are found to violate applicable law or  are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall  proceed in a court of law rather than by arbitration.  This paragraph shall not apply to any action  or claim that cannot be subject to mandatory arbitration as a matter of law (collectively, the  “Excluded Claims”).  In the event you intend to bring multiple claims, including one of the  Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other  claims will remain subject to mandatory arbitration.  You will have the right to be represented by  legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration  under this agreement shall be decided by the arbitrator.  Likewise, procedural questions which  grow out of the dispute and bear on the final disposition are also matters for the arbitrator.  The  arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the  dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written  statement signed by the arbitrator regarding the disposition of each claim and the relief, if any,  awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and  conclusions on which the award is based. The arbitrator shall be authorized to award all relief  that you or the Company would be entitled to seek in a court of law. The Company shall pay all  JAMS arbitration fees in excess of the administrative fees that you would be required to pay if  the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent  either you or the Company from obtaining injunctive relief in court to prevent irreparable harm  pending the conclusion of any such arbitration.  Any awards or orders in such arbitrations may  DocuSign Envelope ID: 7307FDF1-4000-4234-9B37-16172E8C0938 





 






257042430 v2        be entered and enforced as judgments in the federal and state courts of any competent  jurisdiction.  * * *  This letter, together with your Employee Confidential Information and Inventions Assignment  Agreement, equity agreements and other agreements referenced herein, forms the complete and  exclusive statement of your employment agreement with the Company  and its affiliated entities, and  supersedes any other agreements or promises made to you by anyone, whether oral or written, with  respect to the subject matter hereof. If any provision of this offer letter agreement is determined to be  invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of  this offer letter agreement and the provision in question shall be modified so as to be rendered  enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law.   This letter may be delivered and executed via facsimile, electronic mail (including pdf or any electronic  signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or  other applicable law) or other transmission method and shall be deemed to have been duly and validly  delivered and executed and be valid and effective for all purposes.  Please sign and date this letter below to indicate your agreement with its terms.    Sincerely,      Jonathan Ricci, Chief Executive Officer  ACCEPTED AND AGREED TO:       Brian Maxwell    Dated:  __________________________        DocuSign Envelope ID: 7307FDF1-4000-4234-9B37-16172E8C0938 11/23/2021 | 12:40 PM PST