Exhibit 10.14


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made as of January 9, 2018, by and between PR Newswire Association, LLC, a Delaware
limited liability company (“Employer”), and Whitney Benner (“Executive”).


 


Employer, Executive, and
the Partnership are party to a Senior Management Agreement, dated September 29, 2016 (the “Original Senior Management
Agreement”), and concurrently with entering into this Agreement, the Partnership and Executive are amending and restating
the Original Senior Management Agreement (the “A&R Senior Management Agreement”) to remove Employer as a
party and to remove the employment-related provisions as provided therein;


 


In conjunction with the execution
of the A&R Senior Management Agreement, Employer and Executive mutually desire to enter into an agreement containing the terms
and conditions pursuant to which Employer will continue to employ Executive.


 


In consideration of the mutual
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby agree as follows:


 


1.           Employment.
The terms of this Agreement are intended by the parties hereto to be the final expression of their agreement with respect to the
employment of Executive by Employer, and this Agreement supersedes that certain Employment Agreement by and between Executive
and the Employer dated as of June 1, 2014, (the “Existing Agreement”), which is hereby terminated and which
will have no further force or effect, and any and all prior understandings and agreements between Executive and Employer regarding
Executive’s employment with Employer, whether written or oral; provided, that Executive’s Project Piccadilly Incentive
Letter, dated May 6, 2015 and amended on August 3, 2015, shall remain in full force and effect. Executive’s
only entitlements or rights under the Existing Agreement will be Executive’s accrued and unpaid salary since the Employer’s
last payroll date. Employer agrees to continue to employ Executive, and Executive accepts such continued employment, for the period
beginning on the date hereof and ending upon his or her separation pursuant to Section 1(c) hereof (the “Employment
Period”). Such continued employment shall be deemed a continuation of the employment of Executive by Employer pursuant to
the Original Senior Management Agreement, and the transition of such employment from the Original Senior Management Agreement
to this Agreement shall not be deemed a Separation.


 


(a)          Position
and Duties. During the Employment Period, Executive shall serve as the Chief Human Resources Officer of Employer and shall
report to the Chief Executive Officer of Employer (the “CEO”) or his designee, and Executive shall devote his
or her best efforts and his or her full business time and attention to the business and affairs of Employer and its Subsidiaries
and Affiliates; provided that Executive shall be permitted, with the prior written consent of the CEO (which consent shall not
be unreasonably withheld), to engage in civic, charitable and other non-profit activities that do not interfere with Executive’s
employment and other duties or obligations to the Employer, its Subsidiaries and Affiliates.


 




    	 	 	 



     


    

  


(b)          Salary,
Bonuses and Benefits. During the Employment Period, Employer will pay Executive a base salary at the same rate as in effect
on the date hereof in accordance with the terms set forth in the Original Senior Management Agreement (the applicable base salary,
as may be adjusted pursuant hereto, the “Annual Base Salary”). For fiscal year 2016, Executive shall be eligible
for an annual bonus in an amount up to $139,050.00 (subject to Executive’s continued employment through the last day of 2016).
For each fiscal year beginning in 2017 and ending during the Employment Period in which Executive remains employed through the
last day of such fiscal year, Executive shall be eligible for an annual bonus in an amount up to 40% of Executive’s Annual
Base Salary (the “Target Bonus”). Each annual bonus shall be determined by Employer based upon the performance
of Executive and the achievement by Employer and its Subsidiaries of financial, operating and other objectives set by Employer.
Each annual bonus shall be paid in the fiscal year following the fiscal year to which the bonus relates. In addition, during the
Employment Period, Executive will be entitled to such other benefits as are approved by Employer and made generally available to
all senior management of Employer.


 


(c)          Separation.
The Employment Period will continue until (i) Executive’s resignation upon 30 days’ prior written notice to Employer,
death or Disability or (ii) the Employer terminates Executive’s employment with or without Cause. Upon the termination of
Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate)
shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding
and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to
and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior
fiscal year, and (D) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of
such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (D), collectively,
the “Accrued Obligations”). If Executive’s employment is terminated by the Employer without Cause pursuant
to clause (ii) above, then, in addition to the Accrued Obligations, (1) Employer will give Executive three months prior notice
of such termination, during which period Executive will assist as reasonably required by Employer to transition his duties and
train any successor, and during which period Employer may, in its absolute discretion, (A) place Executive on garden leave and
require Executive not to come into the office, or (B) elect to provide Executive payment of Executive’s Annual Base Salary
and premiums for continued coverage under the health benefit plans of Employer in lieu of all or any portion of such three-month
notice period, which payment shall be made in installments on Employer’s regular payroll dates unless otherwise agreed between
Executive and Employer and during which time no bonus eligibility will accrue; (2) during the nine-month period commencing on the
date of termination, Employer shall continue to pay Executive at his or her rate of Annual Base Salary, payable in equal installments
on Employer’s regular salary payment dates as in effect on the date of the Separation (the “Severance Payments”
and any period during which the Severance Payments are payable, each a “Severance Period”); and (3) during the
Severance Period, Employer shall pay the premiums for Executive’s continued coverage under the health benefit plans of Employer
(the “Severance Benefits”); provided, however, that Employer shall not have any obligation to
pay such premiums if as a consequence Employer would be subject to any excise tax under Section 4980D of the Code or other
penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time
to time), and Executive’s health benefit coverage from Employer during the Severance Period shall run concurrent with the
health continuation coverage period mandated by Section 4980B of the Code; provided, further, however,
that at any time that Employer is providing the Severance Benefits, if Employer modifies the health and welfare benefits being
provided to employees of a position comparable to Executive at the time of such termination, then Employer shall provide such revised
or modified benefits to Executive and his or her family. In addition, Employer shall have the option, by delivering written notice
to Executive at least 60 days prior to the end of the then-applicable Severance Period, to extend the Severance Period for up to
two additional six-month periods (i.e., through the 21-month anniversary of the date of Separation) during which period
the Employer shall continue to pay Executive’s Severance Payments to Executive at the same annual rate (pro rated as applicable)
and provide the Severance Benefits. Notwithstanding anything herein to the contrary, (I) Executive shall not be entitled to receive
any portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance
satisfactory to Employer (a “Release”) in accordance with Section 1(d)(vii) (and such release is
in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive the Severance Payments only
so long as Executive has not breached any of the provisions of such general release or Section 2 or Section 3
hereof. Following a Separation for any reason, Executive shall not be entitled to any further payments from Employer, the Parent
or their respective Affiliates in respect of his or her employment with any of them, nor shall they have any further liability
to Executive in respect thereof, except as expressly set forth in this Section 1.


 




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(d)          Code
Section 409A.


 


(i)          The
intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A
of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”)
and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance
therewith. In no event shall Employer or the Parent be liable for any additional tax, interest or penalty that may be imposed on
the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.


 


(ii)         Notwithstanding
any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1
hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”
shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date
of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”)
to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to
this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement
shall be paid or provided in accordance with the normal payment dates specified for them herein.


 




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(iii)        A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code
Section 409A) upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.”


 


(iv)         For
purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall
be treated as a right to receive a series of separate and distinct payments.


 


(v)          Notwithstanding
any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred
compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted
by Code Section 409A.


 


(vi)         To
the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within
the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following
the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall
not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement
providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right
to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.


 


(vii)        Notwithstanding
anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation”
(within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment
are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within
ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation
under clause (A), if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or
timely revokes his or her acceptance of the Release thereafter, he or she shall not be entitled to any payments or benefits otherwise
conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall
in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated
as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable
year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that
is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination
of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is
defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s
termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A)
due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii),
such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke
the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii),
on the first payroll period to occur in the subsequent taxable year, if later.


 




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2.           Confidential
Information.


 


(a)          Obligation
to Maintain Confidentiality. Executive acknowledges that the information, observations and data (including trade secrets) obtained
by him or her during the course of his or her employment with Employer concerning the business or affairs of Employer, the Parent,
and their respective Subsidiaries and Affiliates (“Confidential Information”) are the property of Employer,
the Parent or such Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related
to Employer’s and the Parent’s business or industry of which Executive becomes aware during the Employment Period.
Therefore, Executive agrees that he or she will not disclose to any unauthorized Person or use for his or her own account any Confidential
Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes
generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or
(ii) is required to be disclosed pursuant to any applicable law or court order. Executive shall deliver to Employer at a Separation,
or at any other time Employer may reasonably request, all memoranda, notes, plans, records, reports, computer tapes, printouts
and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined
below) or the business of Employer, the Parent and their respective Subsidiaries and Affiliates (including, without limitation,
all acquisition prospects, lists and contact information) which he or she may then possess or have under his or her control.


 


(b)          Ownership
of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments,
methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether
or not including any confidential information) and all registrations or applications related thereto, all other proprietary information
and all similar or related information (whether or not patentable) that relate to Employer’s, the Parent’s or any of
their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing
or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either
solely or jointly with others) while employed by Employer, the Parent or any of their respective Subsidiaries or Affiliates (including
any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to Employer,
the Parent or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to
Employer, the Parent or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the
course of his or her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright
laws, and Employer, the Parent or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable
work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Employer, the Parent or such Subsidiary
or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive
shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the
Board (whether during or after the Employment Period) to establish and confirm Employer’s, the Parent’s or such Subsidiary’s
or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).


 




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(c)          Third
Party Information. Executive understands that Employer, the Parent and their respective Subsidiaries and Affiliates will receive
from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on
Employer’s, the Parent’s and their respective Subsidiaries and Affiliates’ part to maintain the confidentiality
of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in
any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than personnel and consultants of Employer, the Parent or their respective Subsidiaries
and Affiliates who need to know such information in connection with their work for Employer, the Parent or their respective Subsidiaries
and Affiliates) or use, except in connection with his or her work for Employer, the Parent or their respective Subsidiaries and
Affiliates, Third Party Information unless expressly authorized by the Board in writing.


 


(d)          Use
of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any confidential
information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality,
and will not bring onto the premises of Employer, the Parent or any of their respective Subsidiaries or Affiliates any unpublished
documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality
unless consented to in writing by the former employer or Person. Executive will use in the performance of his or her duties only
information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which
is (x) common knowledge in the industry or (y) otherwise legally in the public domain, (ii) otherwise provided or developed by
Employer, the Parent or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information
belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use
in writing by such former employer or Person. In furtherance of the foregoing, pursuant to the execution of the Original Senior
Management Agreement, Executive executed and delivered to Employer a certificate in the form of Exhibit F attached to the
Original Senior Management Agreement.


 


(e)          Continuation
of Terms. Notwithstanding anything in this Agreement to the contrary, the parties hereto expressly acknowledge and agree that
the terms, conditions, obligations and covenants set forth in this Section 2 are a continuation without interruption, lapse,
reprieve, gap or modification of any kind of the terms, conditions, obligations and covenants set forth in Section 7 of
the Original Senior Management Agreement.


 


3.           Noncompetition
and Nonsolicitation. Executive acknowledges that in the course of his or her employment with Employer he or she will become
familiar with Employer’s, the Partner’s and their respective Subsidiaries’ trade secrets and with other confidential
information concerning Employer, the Partner and such Subsidiaries and that his or her services will be of special, unique and
extraordinary value to Employer, the Partner and such Subsidiaries. Therefore, Executive agrees that:


 




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(a)          Noncompetition.
During the Restricted Period, Executive shall not, directly or indirectly, own, manage, control, participate in, consult with,
render services for, or in any manner engage in any business which competes anywhere in the United States with any of the businesses
of the Employer, the Partner or any of their respective Subsidiaries or competing with any other business for which Employer, the
Partner or any of their respective Subsidiaries has engaged in discussions or has requested and received information relating to
the acquisition of such business by Employer, the Partner or any of their respective Subsidiaries within the eighteen-month period
immediately preceding the Separation. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of
the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in
the business of such corporation.


 


(b)          Nonsolicitation.
During the Restricted Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce
any employee of Employer, the Partner or any of their respective Subsidiaries to leave the employ of Employer, the Partner or such
Subsidiary, or in any way interfere with the relationship between Employer, the Partner or any of their respective Subsidiaries
and any employee thereof, (ii) hire any employee of Employer, the Partner or any of their respective Subsidiaries or hire any former
employee of Employer, the Partner or any of their respective Subsidiaries within 12 months after such person ceased to be an employee
of Employer, the Partner or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee
or other business relation of Employer, the Partner or any of their respective Subsidiaries to cease doing business with Employer,
the Partner or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business
relation and Employer, the Partner or any such Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest
in any business relating to the business of Employer, the Partner or any of their respective Subsidiaries and with which Employer,
the Partner or any of their respective Subsidiaries has engaged in discussions or has requested and received information relating
to the acquisition of such business by Employer, the Partner or any of their respective Subsidiaries at any time within the eighteen-month
period immediately preceding a Separation.


 


(c)          Nondisparagement.
Executive shall not, directly or indirectly through any other Person, make any public statement that is intended to or could reasonably
be expected to disparage the Employer, the Partner or any of their respective Subsidiaries, Affiliates or businesses, products,
services, equityholders, directors, managers, officers or employees.


 


(d)          Enforcement.
If, at the time of enforcement of Section 2 or this Section 3, a court holds that the restrictions stated
herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical
area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s
services are unique and because Executive has access to confidential information, the parties hereto agree that money damages would
be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,
Employer and/or its respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply
to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent
any violations of, the provisions hereof (without posting a bond or other security). In the event that Executive breaches any provision
of this Section 3, then the Restricted Period shall be extended for a period of time equal to the period of time during
which such breach occurred and, in the event that Employer or any of its Subsidiaries is required to seek relief from such breach
in any court, then the Restricted Period shall be extended for a period of time equal to the pendency of such proceedings, including
all appeals.


 




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(e)          Additional
Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment
with Employer, (ii) the issuance of the Executive Securities by the Partnership pursuant to the Original Senior Management Agreement
and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges
that the restrictions contained in Section 2 and this Section 3 do not preclude Executive from earning
a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive
acknowledges (x) that the business of Employer, the Parent and their respective Subsidiaries will be conducted throughout the United
States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment
Period, (y) notwithstanding the state of organization or principal office of Employer, the Parent or any of their respective Subsidiaries,
or any of their respective executives or employees (including the Executive), it is expected that Employer, the Parent and their
respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the
United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during
the Employment Period, and (z) as part of his or her responsibilities, Executive may be traveling throughout the United States
and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment
Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential
harm to Employer, the Parent and their respective Subsidiaries of the non-enforcement of any provision of Section 2
or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive
acknowledges that he or she has carefully read this Agreement and consulted with legal counsel of his or her choosing regarding
its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord
as to their necessity for the reasonable and proper protection of confidential and proprietary information of Employer, the Parent
and their respective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that
each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.


 


4.           Definitions.


 


“Affiliate”
means, with respect to any Person, (i) any other Person controlling, controlled by or under common control with such particular
Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies
of a Person whether through the ownership of voting securities, by contract, or otherwise, and (ii) if such Person is a partnership,
any partner thereof.


 




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“Board”
means the board of directors of Parent.


 


“Cause”
means (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving
dishonesty or fraud with respect to Employer, the Parent or any of their respective Subsidiaries or any of their customers, vendors
or employees, (ii) substantial and repeated failure to perform duties of the office held by Executive as reasonably directed by
an executive to whom Executive directly or indirectly reports or by Employer, (iii) gross negligence or willful misconduct with
respect to Employer, the Parent or any of their respective Subsidiaries or any of their customers, vendors or employees, (iv) conduct
which could reasonably be expected to bring Employer, the Parent or any of their respective Subsidiaries into substantial public
disgrace or disrepute, (v) any breach by Executive of Section 2 or Section 3 of this Agreement and/or (vi)
a failure to observe policies or standards regarding employment practices (including, without limitation, nondiscrimination and
sexual harassment policies) as approved by Employer from time to time.


 


“Disability”
means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive
is, or is reasonably expected to be, unable to effectively perform the essential functions of Executive’s duties for a continuous
period of more than 120 days or for 180 days (whether or not continuous) within a 365 day period, as determined by the Board in
good faith.


 


“Parent”
means Cision Ltd., a Cayman Islands public company, or in the event that Employer is no longer a Subsidiary of Cision Ltd., the
Employer’s direct parent company.


 


“Partnership”
means Canyon Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership.


 


“Person”
means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department,
agency or political subdivision thereof.


 


“Restricted Period”
means the Employment Period plus either (i) the Severance Period, if Executive’s employment is terminated without
Cause pursuant to clause 1(c)(ii) above, after giving effect to extension of the Severance Period in accordance with Section 1(c)
or (ii) the 12-month period immediately following the Employment Period if Executive’s employment is terminated under any
other circumstances.


 


“Separation”
means Executive ceasing to be employed by the Parent, Employer and their Subsidiaries for any reason.


 




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“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of
which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or
other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation)
if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business
entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership,
association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall
be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary”
refers to a Subsidiary of the Parent.


 


5.           Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient
by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight
courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise
on the next business day. Such notices, demands and other communications shall be sent to the parties at the addresses indicated
below:


 


If to the Parent or Employer:


 


Cision US, Inc.


130 East Randolph St. 7th Floor


Chicago, IL 60601


Facsimile:    (301) 459-2827


Email:           jack.pearlstein@cision.com


Attention:     Jack Pearlstein


 


with a copy to:


 


Kirkland & Ellis LLP


300 North LaSalle


Chicago, IL 60654


Facsimile:   (312) 862-2200


Attention:   Stephen L. Ritchie,
P.C.


Mark A. Fennell, P.C.


 


If to Executive:


 


Whitney Benner


261 Monmouth Blvd.


Oceanport, NJ 07757


 


or such other address or to the attention of
such other Person as the recipient party shall have specified by prior written notice to the sending party.


 




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6.           General
Provisions.


 


(a)          Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


(b)          Complete
Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject matter hereof in any way, provided, that
any other confidentiality non-competition, or non-solicitation obligations of Executive with the Parent, Employer, or their respective
Affiliates shall not be so superseded or preempted.


 


(c)          No
Strict Construction; Descriptive Headings; Interpretation. The language used in this Agreement shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a section of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Any reference
in this Agreement to the “judgment” or “discretion” of a party shall mean the sole judgment or discretion
of such party.


 


(d)          Counterparts.
This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original
and all of which taken together constitute one and the same agreement.


 


(e)          Successors
and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Executive, Employer, and their respective successors and assigns; provided that the rights and obligations of Executive
under this Agreement shall not be assigned or delegated.


 


(f)           Choice
of Law. The laws of the State of Delaware will govern all questions concerning the relative rights of the Employer and Executive
and all other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware.


 




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(g)          Jurisdiction;
Venue; Service of Process. Each party hereto agrees that it may bring any action between the parties hereto arising out of
or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or,
to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District
of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”)
or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court
of the State of Delaware (collectively, the “Chosen Courts”), and, solely with respect to any such action (i)
irrevocably submits to the non-exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such
action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction
over any party hereto and (iv) agrees that service of process upon such party in any such action shall be effective if notice is
given in accordance with Section 5.


 


(h)          MUTUAL
WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
RULES), THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.


 


(i)           Executive’s
Cooperation. During the Employment Period and thereafter, Executive shall cooperate with Employer and its Subsidiaries and
Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably
requested by Employer (including, without limitation, Executive being available to Employer upon reasonable notice for interviews
and factual investigations, appearing at Employer’s reasonable request to give testimony without requiring service of a subpoena
or other legal process, volunteering to Employer all pertinent information and turning over to Employer all relevant documents
which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s
other permitted activities and commitments). In the event Employer requires Executive’s cooperation in accordance with this
paragraph after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses (including lodging and
meals, upon submission of receipts).


 


(j)           Remedies.
Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages
and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent
jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce
or prevent any violations of the provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this
Agreement prevents the Executive from filing any administrative charge or participating in any administrative investigation or
proceeding with respect to which the right to file or participate cannot be waived under applicable law.


 




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(k)          Amendment
and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Employer, the
Parent, and Executive.


 


(l)           Insurance.
Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance
on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination,
supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary
to obtain and constitute such insurance. Executive hereby represents that Executive has no reason to believe that Executive’s
life is not insurable at rates now prevailing for healthy individuals of Executive’s age.


 


(m)         Business
Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday
in the state in which Employer’s chief executive office is located, the time period shall be automatically extended to the
business day immediately following such Saturday, Sunday or holiday.


 


(n)          Indemnification
and Reimbursement of Payments on Behalf of Executive. Employer, the Parent and their respective Subsidiaries shall be entitled
to deduct or withhold from any amounts owing from Employer, the Parent or any of their respective Subsidiaries to Executive (including
withholding shares or other equity securities in the case of issuances of equity by Employer, the Parent or any of their respective
Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”)
imposed with respect to Executive’s compensation or other payments from Employer, the Parent or any of their respective Subsidiaries,
including, without limitation, wages, bonuses, distributions, the receipt or exercise of equity options and/or the receipt or vesting
of restricted equity. In the event any such deductions or withholdings are not made, Executive shall indemnify the Employer, the
Parent and each of their respective Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest,
penalties and related expenses thereto.


 


(o)          Termination.
This Agreement (except for the provisions of Sections 1(a), 1(b) and 1(c)) shall survive a Separation and
shall remain in full force and effect after such Separation.


 


(p)          Electronic
Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered
by means of a photographic, photostatic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing
using a facsimile machine or electronic mail 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 or to any such agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise
the use of a facsimile machine or electronic mail 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 electronic mail as a defense to the formation or enforceability
of a contract and each such party forever waives any such defense.


 




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(q)          No
Third-Party Beneficiaries. Except as expressly provided herein, no term or provision of this Agreement is intended to be, or
shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder.


 


(r)           Representations.
Executive represents and warrants to Employer that (i) this Agreement constitutes the legal, valid and binding obligation of Executive,
enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and
will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any
judgment, order or decree to which Executive is subject, and (ii) other than the A&R Senior Management Agreement, Executive
is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation
agreement or confidentiality agreement or any other agreement which could impair or interfere with Executive’s obligations
hereunder.


 


* * * * * * *


 




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


 


	 	CISION US, INC.
	 	 	 
	 	By:	/s/ Jack Pearlstein
	 	Name:	Jack Pearlstein
	 	Its:	Chief Financial Officer


 


	 	EXECUTIVE
	 	 
	 	/s/ Whitney Benner
	 	Whitney Benner