Exhibit 10.1


 


SALARY CHANGE
ACKNOWLEDGEMENT


 


This Salary Change
Acknowledgement (“Acknowledgement”) is made by and between [_____] (the “Executive”)
and Grid Dynamics Holdings, Inc. (the “Company”) (collectively referred to herein as, the “Parties”),
as of [_____], 2020 (the “Effective Date”).


 


WHEREAS, Executive
entered into an Executive Employment Agreement with Grid Dynamics International, Inc., dated [_____], which the Company assumed
on March 6, 2020, (as hereinafter amended, the “Employment Agreement”);


 


WHEREAS, Executive
executed a Salary Reduction Acknowledgement with the Company, effective as of April 1, 2020 (the “Initial Acknowledgement”);


 


WHEREAS, pursuant
to the Initial Acknowledgement, the Parties agreed to a reduction of Executive’s annualized base salary from $[_____] (the
“Original Base Salary”) to $[_____] (the “Reduced Base Salary”), effective
as of April 1, 2020;


 


WHEREAS, Executive’s
current annualized base salary is the Reduced Base Salary;


 


WHEREAS, pursuant
to the Initial Acknowledgement, the Parties agreed that Executive’s annualized base salary would be increased from the Reduced
Base Salary to the Original Base Salary, effective as of July 1, 2020 (the “Planned Increase”); and


 


WHEREAS, the Parties now desire to agree
to different compensation terms in light of the current economic realities.


 


NOW, THEREFORE, the Parties agree as follows:


 


1. Amendment to
Planned Increase. The Planned Increase set forth in the Initial Acknowledgement is hereby replaced and superseded in its entirety
with the following agreed upon terms:


 


a. Executive acknowledges
and agrees that effective as of July 1, 2020, Executive’s annualized base salary shall be increased to $[_____] (the “New
Base Salary”), until September 30, 2020 (the “Base Salary Change”). Effective as of October
1, 2020, Executive’s annualized base salary shall be increased to the Original Base Salary, provided Executive remains continuously
employed with the Company through such date or as otherwise agreed to by the Parties.


 


2. No Good Reason.
Executive further acknowledges and agrees that neither the execution of this Acknowledgement, the Base Salary Change, the amendment
to the Planned Increase, or any subsequent incremental or full increase to Executive’s New Base Salary (even if any such
increase does not raise Executive’s annualized base salary back to the Original Base Salary) will constitute “Good
Reason” or any similar term under the Employment Agreement or any other agreement or contract between Executive and the
Company or any of its affiliates, and that the changes stated herein shall not trigger any “constructive termination”
rights that Executive may have, if at all, in any of Executive’s compensation arrangements with the Company, including any
employment agreement, offer letter and/or equity award agreement.


 



     


     


    

 


3. Tax Consequences.
The Company makes no representations or warranties with respect to the tax consequences to Executive with regard to the Base Salary
Change provided under Section 1 and/or any other consideration provided to Executive under this Agreement.


 


4. Entire Agreement;
No Oral Modification. This Acknowledgement may only be amended in a writing signed by Executive and the Company (or its successors).
This Acknowledgement constitutes the entire agreement and understanding between the Parties concerning the subject matter of this
Acknowledgement, and supersedes and replaces any and all prior and simultaneous agreement, whether written or oral, concerning
the subject matter of this Acknowledgement, including, without limitation, the Initial Acknowledgement.


 


5. At-Will Employment.
This Acknowledgement should not be construed to create or imply the creation of a contract of employment for a specified term
between the Company and Executive, nor should it be construed as a guarantee of employment for a specific period of time. In all
circumstances, employment with the Company is “at-will,” which means that either Executive or the Company can terminate
the employment relationship at any time, with or without cause and with or without prior notice. This at-will relationship may
only be changed by an individual employment agreement for a specific term signed by Executive and a representative of the Company.


 


6. Governing Law.
This Acknowledgement will be governed by the laws of the State of [INSERT STATE WHERE EXECUTIVE IS BASED] (with the exception
of its conflict of laws provisions).


 


7. Voluntary Execution
of Acknowledgement. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice
from Executive’s private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions
of this Acknowledgement, and is knowingly and voluntarily entering into this Acknowledgement.


 


(Signature page to follow)





 



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	GRID DYNAMICS HOLDINGS, INC.	 	EXECUTIVE
	 	 	 	 	 
	 	 	 
	 	 	 
	By:	            	 	Date:	          
	 	 	 	 	 
	Date:	 	 	 	 


 

 


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