EX-10.14







Exhibit 10.14




December 23, 2008




Global Consumer Acquisition Corp.

1370 Avenue of the Americas, Floor 28

New York, NY 10019




      Re:     Resignation from the Board of Directors of Global Consumer Acquisition Corp. 



Ladies and Gentlemen:



Each of the undersigned hereby resigns as a member of the board of directors of Global Consumer
Acquisition Corp. (the “Company”), as well as any other position he may hold with the
Company, each effective as of the date hereof. You hereby acknowledge and accept the resignation
of each of the undersigned from all such positions.



You agree that each of the undersigned will retain all rights and title, free and clear of all
liens and encumbrances imposed by the Company, Hayground Cove Asset Management or their respective
affiliates (other than the undersigned), to the 25,000 shares of the Company’s common stock (the
“Founder Shares”) issued to him in connection with his service on the board of directors of
the Company, and that you hereby relinquish any and all rights to redeem or repurchase any Founder
Shares. You further agree that concurrently with the execution and delivery of this letter
agreement you are delivering a stock certificate to each of the undersigned (or his designee)
representing the 25,000 Founder Shares issued to him.



You further agree that (i) the Company shall maintain directors and officers’ liability insurance
that names each of the undersigned as an insured under such policies for a period of six (6) years
following the date of this letter agreement at a level and containing terms (including, but not
limited to, amounts, deductibles, scope and exclusions) at least as favorable as in the existing
policies of the Company covering the Company and its directors and officers; provided that the
Company may substitute therefor a single premium tail coverage with respect to such directors’ and
officers’ liability insurance for such 6 (six) year period at a level and containing terms
(including, but not limited to, amounts, deductibles, scope and exclusions) at least as favorable
as in the existing policies of the Company covering the Company and its directors and officers, and
(ii) the Company shall provide each of the undersigned with all indemnification rights to which he
was entitled to receive as an officer or director of the Company or any affiliate thereof under the
Amended and Restated Certificate of Incorporation and the Bylaws of the Company and any other
organizational documents of the Company (or any affiliate thereof) (such Amended and Restated
Certificate of Incorporation and Bylaws of the Company and such other organizational documents are
hereinafter referred to collectively as the “Organizational Documents”), under applicable
law and under the applicable Indemnification Agreement, dated as of October 3, 2007, between the
Company and each of the undersigned (the “Indemnification Agreements”). It is expressly
acknowledged and agreed by the Company that each of the Indemnification Agreements continues in
full force and effect, that Section 8(b) of each of the Indemnification Agreements shall not be
interpreted to apply to a counterclaim, cross-claim or third party claim brought in any Proceeding
(as defined in the Indemnification Agreements) and that, without limiting any rights of any of the
undersigned or any


 









 






obligations of the Company, the Company shall indemnify and advance expenses to each of the
undersigned in connection with any counterclaim, cross-claim or third party claim in any
threatened, pending or completed action or suit in which any of the undersigned is involved by
reason of the fact that he is or was a director or officer of the Company, or is or was a director
or officer of the Company serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or employee benefit plan to the
fullest extent permitted by (i) applicable law on the date hereof, and to such greater extent as
applicable law may hereafter permit or (ii) the Organizational Documents in effect on the date
hereof. No amendment to any of the Organizational Documents shall in any way modify or limit the
obligations of the Company to indemnify each of the undersigned and advance expenses to each of
them, in each case (i) to the fullest extent permitted by applicable law on the date hereof, and to
such greater extent as applicable law may hereafter permit, and (ii) as provided under the
Organizational Documents and Indemnification Agreements in effect on the date hereof. Without
limiting the foregoing, in the event that during the period that is six (6) years following the
date of this letter agreement the Company (i) purchases a single premium tail policy covering any
or all of its then-current directors or officers or (ii) obtains new coverage that is more
favorable to any or all of its then-current directors or officers
than the policies of the Company
in effect as of the date hereof or otherwise modifies the existing directors and officers’
liability insurance policies of the Company covering the Company and its directors and officers in
a manner that makes such policies more favorable to its then-current directors or officers than the
policies of the Company in effect as of the date hereof, the Company will provide that such tail
policy, new coverage or modification covers or is otherwise applicable to each of the undersigned.



Immediately following the resignation of the undersigned directors, Andrew Nelson, Richard Coles,
Michael Frankel and Mark Schulhof will be appointed to the Board of Directors of the Company so
that the full Board of Directors of the Company will consist of Jason Ader, Andrew Nelson, Richard
Coles, Michael Frankel and Mark Schulhof.



If any term or provision of this letter agreement is held by a court of competent jurisdiction to
be invalid, illegal or unenforceable, such term or provision shall be enforced to the maximum
extent permitted by law, and all other terms and provisions of this letter agreement shall
nevertheless remain in full force and effect.



This letter agreement and the Indemnification Agreements constitute the entire agreement among us
with respect to the subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among us with respect to the subject matter hereof.




[Signature page follows.]




 









 








Sincerely,




	 	 	 	 	 	 	 
	 

Robert M. Foresman

	 	 	 	 

Carl H. Hahn
	 	 
	Director

	 	 	 	Director	 	 
	 
	 	 	 	 	 	 
	 

Philip A. Marineau

	 	 	 	 

Steven Westly
	 	 
	Director

	 	 	 	Director	 	 






Agreed to and Acknowledged

as of the date first written above:




GLOBAL CONSUMER ACQUISITION CORP.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name: Jason N. Ader
	 	 
	 

	 	Title: