a2022-11x09participation






277299219 v2   APPENDIX A  PARTICIPATION AGREEMENT  Name:  Christine Barone   Section 1. ELIGIBILITY.   You have been designated as eligible to participate in the Dutch Bros Inc. Amended and Restated  Severance and Change in Control Plan (the “Plan”), a copy of which is attached to this Participation  Agreement (the “Participation Agreement”).  Capitalized terms not explicitly defined in this Participation  Agreement but defined in the Plan shall have the same definitions as in the Plan.  You will receive the  benefits set forth below if you meet all the eligibility requirements set forth in the Plan, including, without  limitation, executing the required Release within the applicable time period set forth therein and allowing  such Release to become effective in accordance with its terms.  Notwithstanding the schedule for provision  of benefits as set forth below, the schedule and timing of payment of any benefits under this Participant  Agreement is subject to any delay in payment that may be required under Section 5 of the Plan.  Section 2. CHANGE IN CONTROL SEVERANCE BENEFITS.  If you are terminated in a Covered Termination (other than as a result of your death or  Disability) that occurs during the Change in Control Period, you will receive the severance benefits set forth  in this Section 2.  All severance benefits described herein are subject to standard deductions and  withholdings.  (a) Base Salary.  You shall receive a cash payment in an amount equal to 24 months (the “Severance Period”) of payment of your Base Salary.  The Base Salary payment will be paid to you  in a lump sum cash payment no later than the second regular payroll date following the later of (i) the  effective date of the Release or (ii) the Closing, but in any event not later than March 15 of the year  following the year in which your Separation from Service occurs.  (b) Annual Target Bonus Payment.  You will be entitled to 100% of your Target Bonus for the year in which your Covered Termination occurs.  The amount of the Target Bonus to which  you are entitled under this Section 2(b) will be calculated (1) assuming all articulated performance goals  for such bonus (including, but not limited to, corporate and individual performance, if applicable), for the  year of the Covered Termination were achieved at target levels; (2) as if you had provided services for the  entire year for which the bonus relates; and (3) ignoring any reduction in your Base Salary that would give  rise to your right to resignation for Good Reason (such bonus to which you are entitled under this Section  2(b), the “Annual Target Bonus Severance Payment”).  The Annual Target Bonus Severance Payment  shall be paid in a lump sum cash payment no later than the second regular payroll date following the later  of (i) the effective date of the Release or (ii) the Closing, but in any event not later than March 15 of the  year following the year in which your Separation from Service occurs.    (c) Payment of Continued Group Health Plan Benefits. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation  Act of 1985 (“COBRA”) following your Covered Termination date, the Company Group shall pay directly  to the carrier the full amount of your COBRA premiums on behalf of you for your continued coverage  under the Company Group’s health plans, including coverage for your eligible dependents, until the earliest  of (i) the date that is 18 months following the date of your Covered Termination, (ii) the expiration of your  eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligible for  substantially equivalent health insurance coverage in connection with new employment  (such period from  DocuSign Envelope ID: 81F0DD99-F40F-42D6-BA6B-F085BCBF5CF1 





 






277299219 v2   your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”).  Upon the  conclusion of such period of insurance premium payments made by the Company Group, you will be  responsible for the entire payment of premiums (or payment for the cost of coverage) required under  COBRA for the duration of your eligible COBRA coverage period, if any.  For purposes of this Section,  (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company Group shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility.  You agree to promptly notify the Company Group as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company Group determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company Group will instead pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period.  Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. (d) Equity Acceleration.  The vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that you hold covering the Company Group’s equity  securities (including any equity securities assumed, substituted or continued by the Company’s successor  in connection with the Change in Control) as of the date of your Covered Termination (each, an “Equity  Award”) shall be accelerated in full and any reacquisition or repurchase rights held by the Company Group  (or its successor) in respect of the equity securities issued pursuant to any Equity Award granted to you  shall lapse in full. For purposes of determining the number of shares that will vest pursuant to the foregoing  provision with respect to any performance-based vesting Equity Award that has multiple vesting levels  depending upon the level of performance, vesting acceleration shall occur with respect to the number of  shares subject to the award as if the applicable performance criteria had been attained at 100% of the target  level.  To the extent your Covered Termination occurs prior to the Change in Control, the acceleration set  forth in this Section 2(e) shall be contingent and effective upon the Change in Control, and your Equity  Awards will remain outstanding following your Covered Termination to give effect to such acceleration as  necessary.  Such equity acceleration described in this Section 2(e), the “Equity Award Acceleration”.  Section 3. NON-CHANGE IN CONTROL SEVERANCE BENEFITS.  If you are terminated in a Covered Termination (other than as a result of your death or Disability)  that occurs at a time that is not during the Change in Control Period, you will receive:  (a) You shall receive cash payments in an amount equal to 24 months of  your Base Salary and such payments shall be made in accordance with the Company Group’s regular payroll practices  over the length of the Severance Period rather than in a single lump sum; and  (b) If you timely elect continued group health plan continuation coverage under the COBRA following your Covered Termination date, the Company Group shall pay directly to the carrier the  full amount of your COBRA premiums on behalf of you for your continued coverage under the Company  Group’s health plans, including coverage for your eligible dependents, until the earliest of (i) the date that  is 18 months following the date of your Covered Termination, (ii) the expiration of your eligibility for the  continuation coverage under COBRA, or (iii) the date when you become eligible for substantially  DocuSign Envelope ID: 81F0DD99-F40F-42D6-BA6B-F085BCBF5CF1 





 






equivalent health insurance coverage in connection with new employment  (such period from your  termination date through the earliest of (i) through (iii), the “Non-Change in Control COBRA Payment  Period”).  Upon the conclusion of such period of insurance premium payments made by the Company  Group, you will be responsible for the entire payment of premiums (or payment for the cost of coverage)  required under COBRA for the duration of your eligible COBRA coverage period, if any.  For purposes of  this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law  and (2) any applicable insurance premiums that are paid by the Company Group shall not include any  amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan,  which amounts, if any, are your sole responsibility.  You agree to promptly notify the Company Group as  soon as you become eligible for health insurance coverage in connection with new employment or self- employment. Notwithstanding the foregoing, if at any time the Company Group determines, in its sole  discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs  or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service  Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company Group  will instead pay you on the last day of each remaining month of the Non-Change in Control COBRA  Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the  first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Non-Change in  Control Special Severance Payment”), such Non-Change in Control Special Severance Payment to be  made without regard to your election of COBRA coverage or payment of COBRA premiums and without  regard to your continued eligibility for COBRA coverage during the Non-Change in Control COBRA  Payment Period.  Such Non-Change in Control Special Severance Payment shall end upon expiration of the  Non-Change in Control COBRA Payment Period.  In no event shall you be entitled to benefits under both Section 2 and this Section 3.  If you are eligible for  severance benefits under both Section 2 and this Section 3, you shall receive the benefits set forth in  Section 2 and such benefits shall be reduced by any benefits previously provided to you under Section 3.  Section 4. ACKNOWLEDGEMENTS; INTERACTION WITH PRIOR BENEFITS.   As a condition to participation in the Plan, you hereby acknowledge each of the following:  (a) The benefits that may be provided to you under this Participation Agreement are  subject to certain reductions and termination under Section 2 and Section 3 of the Plan.  (b) Your eligibility for and receipt of any severance benefits to which you may become  entitled as described in Section 2, Section 3 or Section 4 above is expressly contingent upon your execution  of and compliance with the terms and conditions of the Plan, the Release and the Confidentiality Agreement.  Severance benefits under this Participation Agreement shall immediately cease in the event of your  violation of the provisions of Confidentiality Agreement or any other written agreement with the Company  Group.  (c) As further described in Section 2(c) of the Plan, this Participation Agreement and  the Plan supersede and replace any change in control or severance benefits previously provided to you, if  any, and by executing below you expressly agree to such treatment.  To accept the terms of this Participation Agreement and participate in the Plan, please sign and date this  Participation Agreement in the space provided below and return it to Victoria Tullett, Corporate  Secretary, no later than November 7, 2022.     277299219 v2  DocuSign Envelope ID: 81F0DD99-F40F-42D6-BA6B-F085BCBF5CF1 





 






277299219 v2   Dutch Bros Inc.  By:   Joth Ricci  Chief Executive Officer  Eligible Employee  Christine Barone   Date:   DocuSign Envelope ID: 81F0DD99-F40F-42D6-BA6B-F085BCBF5CF1 November 9, 2022