Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 8, 2024

E2open Parent Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-39272	86-1874570
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Great Hills Trail, Suite 300E

   

    Austin, TX

   

    (address of principal executive offices)

   

78759

    (zip code)

   

    866-432-6736

   

    (Registrant’s telephone number, including area code)

   

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ETWO	New York Stock Exchange
Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50	ETWO-WT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on October 10, 2023, E2open Parent Holdings, Inc. (the “Company”) appointed Mr. Andrew Appel as Interim Chief Executive Officer of the Company and a director on the Board of Directors of the Company (the “Board”), effective as of such date. In connection with such appointment, the Company and Mr. Appel entered into an employment letter agreement on such date, which memorialized the terms and conditions of his employment as Interim Chief Executive Officer of the Company (the “Prior Agreement”).

On February 8, 2024, the Company and Mr. Appel entered into an amended and restated employment letter agreement (the “A&R Agreement”), with an effective date of February 12, 2024 (the “Effective Date”), to memorialize the terms and conditions of Mr. Appel’s continued employment with the Company as its Chief Executive Officer (with Mr. Appel also continuing to serve as a director on the Board). The A&R Agreement superseded the Prior Agreement in its entirety as of the Effective Date.

Pursuant to the A&R Agreement, Mr. Appel will serve as the Chief Executive Officer of the Company for an initial three-year employment term commencing on the Effective Date (the “Initial Term”), subject to automatic annual renewals (each, a “Renewal Term”) unless the Company or Mr. Appel provide written notice of non-extension at least six months before the end of the Initial Term or any Renewal Term. Either party may terminate Mr. Appel’s employment at any time; provided, that the Company must provide 15 days’ prior notice in the event of a termination by the Company without Cause (as defined in the A&R Agreement).

The A&R Agreement provides for the following: (i) an annual base salary equal to $650,000; (ii) a target annual bonus opportunity equal to 125% of Mr. Appel’s base salary, based upon achievement of performance goals established annually by the Compensation Committee of the Board after consultation with Mr. Appel; and (iii) payment of a one-time cash sign-on award equal to $1,500,000, payable to Mr. Appel within 10 days following the Effective Date; provided, that such cash payment is subject to clawback during the one-year period following the payment date in the event that Mr. Appel voluntarily terminates his employment with the Company. In addition, the A&R Agreement provides that Mr. Appel will not be eligible to receive any equity awards during the Initial Term other than the awards that are granted to him on or prior to the Effective Date.

Pursuant to the A&R Agreement, in the event that Mr. Appel’s employment is terminated by the Company without Cause, subject to his execution and non-revocation of a general release of claims and his continued compliance with the restrictive covenants set forth in the A&R Agreement (as described below), Mr. Appel will receive the following severance benefits: (i) a cash payment equal to two times the sum of his (x) then-current base salary plus (y) target annual bonus in respect of the year in which such termination occurs, payable in a lump sum; and (ii) continued COBRA coverage for up to 18 months following the date of termination. Upon such a termination, Mr. Appel’s outstanding equity awards will be treated in accordance with the applicable award agreements and the E2open 2021 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”).

Further, the A&R Agreement provides for the following restrictive covenants: (i) perpetual non-disclosure of confidential information; (ii) perpetual non-disparagement; (iii) non-competition during employment or service and for 12 months thereafter; and (iv) non-solicitation of customers or employees during employment or service and for 12 months thereafter.

On the Effective Date, Mr. Appel was granted the following equity awards under the Plan, in each case, subject to and governed by the terms and conditions of the Plan and the applicable award agreements evidencing such awards (collectively, the “Award Agreements”): (i) performance awards subject to Mr. Appel’s satisfaction of a three-year service-based vesting period and performance-vesting conditions as set forth in the applicable Award Agreement, consisting of (a) a target grant of 1,500,000 performance-based restricted stock units (up to a maximum of 3,000,000 performance-based restricted stock units, assuming achievement of maximum performance) (the “PSU Award Agreement”), and (b) a target grant of 1,700,000 performance-based stock options (up to a maximum of 3,400,000 performance-based stock options, assuming achievement of maximum performance) (the “Performance-Based Option Award Agreement”); and (ii) time-vesting awards subject to Mr. Appel’s satisfaction of certain service conditions (a three-year service-based vesting period in the case of the time-based restricted stock units and time-based stock options, and a one-year service-based vesting period in the case of the sign-on time-based restricted stock units) as set

forth in the applicable Award Agreement, consisting of: (a) a grant of 1,500,000 time-based restricted stock units (the “RSU Award Agreement”); (b) a grant of 1,700,000 time-based stock options (the “Time-Based Option Award Agreement”), and (c) a grant of 285,715 sign-on time-based restricted stock units (the “Sign-On RSU Award Agreement”).

Upon a termination of Mr. Appel’s employment (x) by the Company without Cause (as defined in the Plan), (y) due to death, or (z) due to Disability (as defined in the Plan): (i) the PSU Award Agreement and the Performance-Based Option Award Agreement each provide that the portion of the applicable award that has time-vested as of such date of termination, plus the portion of the applicable award that would have time-vested during the 12-month period following such date of termination, will remain outstanding and eligible to performance-vest during the period ending on the earlier of 18 months following such date of termination and the last day of the applicable performance period (subject to performance hurdles as set forth in the applicable Award Agreement); (ii) the RSU Award Agreement and the Time-Based Option Award Agreement each provide that the portion of the applicable award that is unvested as of such date of termination will immediately vest (however, if such termination occurs prior the first anniversary of the date of grant, the applicable unvested award will remain outstanding and will vest on such date); and (iii) the Sign-On RSU Award Agreement provides that the portion of the award that is unvested as of such date of termination will remain outstanding and will vest on the first anniversary of the date of grant.

Upon the occurrence of a Change in Control (as defined in the Plan): (i) the PSU Award Agreement and the Performance-Based Option Award Agreement each provide that (x) the portion of the applicable award that is not time-vested as of the date of such Change in Control (the “CiC Date”) will immediately time-vest, (y) after giving effect to the foregoing, the applicable award will immediately be deemed to performance-vest based upon the applicable Change in Control Price (as defined therein), and (z) any portion of the applicable award that does not fully vest in accordance with the foregoing will be immediately forfeited; and (ii) the RSU Award Agreement, the Time-Based Option Award Agreement and the Sign-On RSU Award Agreement each provide that the portion of the applicable award that is unvested as of the CiC Date will immediately vest.

Further, each of the PSU Award Agreement, Performance-Based Option Award Agreement, RSU Award Agreement and the Time-Based Option Award Agreement provide that, following the acceleration of vesting upon a Change in Control in accordance with the foregoing, the applicable vested award will be immediately and automatically converted into the right to receive, in respect of each share of Stock (as defined in the Plan) underlying the applicable award, consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with a Change in Control (each, a “Converted Award”); provided, that the cash portion of each Converted Award will be equal to at least 50%. Subject to Mr. Appel’s continued employment through the CiC Date, each Converted Award will be paid to him on the four and a half month anniversary of the CiC Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the CiC occurs); provided, that in the event the applicable Converted Award is not assumed by the surviving entity following such Change in Control, such Converted Award will be paid to Mr. Appel within 10 days following the CiC Date.

Notwithstanding the foregoing, each of the PSU Award Agreement, Performance-Based Option Award Agreement, RSU Award Agreement and the Time-Based Option Award Agreement also provide that, upon the occurrence of a Special Change in Control (as defined therein), the economic value of the applicable award that is unvested as of the CiC Date will be immediately and automatically converted, in respect of each share of Stock underlying the applicable award, into a dollar value equal to the sum of (i) the difference between (x) the value of the applicable award, based on a Change in Control Price, and (y) the value of the applicable award, based on a per share Stock price equal to $6.00, with the amount of such difference reduced by 50%, plus (ii) the value of the applicable award, based on a per share Stock price equal to $6.00, and such applicable value will then be immediately and automatically converted into the right to receive consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Special Change in Control (the “Special Converted Award”); provided, that the cash portion of each Special Converted Award will be equal to at least 50%. Subject to Mr. Appel’s continued employment through the CiC Date, each Special Converted Award will be paid to him on the four and a half month anniversary of the CiC Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the CiC occurs); provided, that in the event the applicable Special Converted Award is not assumed by the surviving entity following such Special Change in Control, such Special Converted Award will be paid to Mr. Appel within 10 days following the CiC Date.

The foregoing description of the A&R Agreement, the PSU Award Agreement, the Performance-Based Option Award Agreement, the RSU Award Agreement, the Time-Based Option Award Agreement and the Sign-On RSU Award Agreement is qualified in its entirety by reference to the complete terms of the A&R Agreement, the PSU Award Agreement, the Performance-Based Option Award Agreement, the RSU Award Agreement, the Time-Based Option Award Agreement and the Sign-On RSU Award Agreement, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 14, 2024, the Company issued a press release announcing Mr. Appel’s entry into the A&R Agreement pursuant to which he will serve as the Company’s Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibits.


Exhibit Number		Description
10.1*	—	Amended and Restated Employment Letter Agreement, by and between E2open Parent Holdings, Inc. and Andrew Appel, dated as of February 8, 2024
10.2*	—	Performance-Based Restricted Stock Unit Award Agreement for Andrew Appel, dated as of February 12, 2024
10.3*	—	Performance-Based Stock Option Award Agreement for Andrew Appel, dated as of February 12, 2024
10.4*	—	Time-Based Restricted Stock Unit Award Agreement for Andrew Appel, dated as of February 12, 2024
10.5*	—	Time-Based Stock Option Award Agreement for Andrew Appel, dated as of February 12, 2024
10.6*	—	Time-Based Restricted Stock Units Award Agreement for Andrew Appel (Sign-On Award), dated as of February 12, 2024
99.1*	—	Press Release, dated as of February 14, 2024
104	—	Cover Page Interactive Data File (formatted in Inline XBRL)

* Furnished herewith

SIGNATURE

Pursuant to the Requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	E2open Parent Holdings, Inc.

Date: February 14, 2024	By:	/s/ Jennifer S. Grafton
		Jennifer S. Grafton
		Executive Vice President and General Counsel

Exhibit 10.1

EXECUTION VERSION

February 8, 2024

Via Email

Andrew Appel

Re: Amended and Restated Employment Letter Agreement

Dear Andrew:

Reference is hereby made to that certain Terms of Employment letter agreement entered into by and between you and E2open Parent Holdings, Inc., a Delaware corporation (the “Company”), dated as of October 10, 2023 (the “Prior Agreement”). The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your continued employment with the Company, on the terms and subject to the conditions set forth in this Agreement. This Agreement shall be effective as of the Effective Date (as defined below), and as of the Effective Date, this Agreement shall supersede the Prior Agreement in its entirety.

Term of Employment. The initial term of your employment with the Company under the terms and conditions set forth in this Agreement will commence on February 12, 2024 (the “Effective Date”) and end on the three (3)-year anniversary of the Effective Date (the “Initial Term”), subject to automatic annual renewals (each, a “Renewal Term”) unless either party provides written notice of non-extension at least six (6) months before the end of the Initial Term or any Renewal Term (the period of employment, including the Initial Term and any Renewal Terms, collectively referred to herein as, the “Term”). Notwithstanding the foregoing, the Term may be earlier terminated in accordance with Section 10 hereof.

Title and Duties. During the Term, you will serve as Chief Executive Officer of the Company, and will have such duties and responsibilities typically associated with such position, together with such other duties and responsibilities consistent with your position as reasonably assigned to you from time to time by the Board of Directors of the Company (the “Board”). During the Term, you will also continue to serve as a director on the Board. Further, you agree to serve as an officer and/or director of the Company or any of its direct or indirect subsidiary companies (collectively, the “Company Group”) during the Term, in each case, as reasonably determined by the Board, without any additional compensation. Your principal place of employment shall be in Chicago, Illinois, although you understand and agree that you will be required to travel from time to time for business reasons.

Conduct During Employment. In connection with your employment with the Company, you agree to observe and comply with all of the rules, regulations, policies and procedures established by the Company Group from time to time and all applicable laws, rules and regulations imposed by any governmental regulatory authority from time to time. Without limiting the foregoing, you agree that during your employment with the Company, you will devote your full business time, attention, skill and best efforts to the performance of your employment duties. Nothing herein shall preclude you from (a) serving as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (b) engaging in charitable activities and community affairs, (c)

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managing your personal investments and affairs and (d) engaging in the permitted activities as set forth on Exhibit A hereto; provided, however, that the activities set out in clauses (a), (b), (c) and (d) shall be limited by you so as not to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities hereunder; provided, further, that you hereby acknowledge and agree that you will adjust your existing commitments set forth on Exhibit A during the ninety (90) day period following the Effective Date to ensure continued compliance with the immediately preceding proviso. You acknowledge and agree that during the Term, you will not commence any engagement or otherwise provide services to any company, entity or enterprise that is engaged in the business of providing cloud-based, end-to-end omni-channel and supply chain management and orchestration software.

Base Salary. During the Term, your aggregate base salary will be $650,000. Your base salary will be payable in ratable installments over the appliable period of the Term to which the salary relates in accordance with the Company’s regular payroll practices. Commencing in fiscal year 2026, the Compensation Committee of the Board (the “Committee”) will annually review your base salary for increase, with any such increase being in the sole discretion of the Committee.

Annual Bonus. Commencing with the Company’s 2025 fiscal year, for each fiscal year ending during the Term, you will be eligible to receive an annual bonus under the Company’s Executive Annual Incentive Plan (the “EIP”) with a target annual bonus opportunity equal to one-hundred and twenty-five percent (125%) of your base salary (the “Target Bonus”), based upon the achievement of performance goals established annually by the Committee after consultation with you (any earned bonus, the “Annual Bonus”). The level of achievement of such performance goals will be determined by the Committee in its sole discretion and will range from 0% to 200% of your Target Bonus. The Annual Bonus will be paid to you at the same time as annual bonuses are generally paid to other executives of the Company in accordance with the EIP, subject to your continued employment through the applicable payment date or as otherwise provided in the EIP. For the avoidance of doubt, you will not be eligible to receive an annual bonus under the EIP in respect of the Company’s 2024 fiscal year.

Sign-On Award. You will be eligible to receive a one-time cash sign-on award of $1,500,000 (the “Cash Sign-On Award”), payable to you within ten (10) days following the Effective Date in accordance with the Company’s regular payroll practices; provided, that, in the event you voluntarily terminate your employment with the Company within the one (1)-year period following the payment date of the Cash Sign-On Award (the “Clawback Period”), you will be required to reimburse the Company the full amount of the Cash Sign-On Award within fifteen (15) days of such date of termination; provided further, that, if during the Clawback Period, your employment or other service is terminated by the Company without Cause (as defined below) or a Change in Control occurs (as defined in the E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan, as it may be amended from time to time (the “Incentive Plan”)), you will not be required to repay the Cash Sign-On Award.

Equity Awards. You acknowledge and agree that you will not be eligible to receive equity awards during the Initial Term other than those awards granted to you on or before the Effective Date. During any Renewal Terms, subject to approval by the Board (or a committee thereof), you will be eligible to receive long-term incentive equity awards under the Incentive Plan, in such amounts and on such terms and conditions as the Board (or a committee thereof) will determine from time to time, taking into account your position and performance.

Benefits. You will be eligible to continue to participate in health, insurance, retirement, paid time off and other benefits (excluding severance) provided to other executive officers of the Company in accordance with the Company’s benefit plans, programs and policies in effect from time to time. The Company otherwise expressly reserves the right to change the benefit plans, programs and policies it offers to its employees at any time.

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Reimbursement of Expenses. The Company shall pay (or promptly reimburse you) for documented, out-of-pocket expenses reasonably incurred by you in the course of performing your duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.

10.

At-Will Employment. The nature of your employment at the Company is at-will, meaning that either the Company or you may terminate this Agreement and your employment at any time, with or without cause, and for any reason or for no reason, with fifteen (15) days prior written notice in the case of a termination without Cause (as defined herein), or with or without notice in the case of a termination for Cause. Upon any termination of your employment for any reason, except as otherwise provided for in Section 11 hereof, no further payments by the Company to you will be due other than: (a) accrued but unpaid salary through the applicable date of your termination; (b) any other accrued benefits to which you may be entitled pursuant to the terms of benefit plans in which you participate at the time of such termination (excluding any employee benefit plan providing for severance or similar benefits), in accordance with the terms contained therein and (c) any then unpaid amounts for the reimbursement of business expenses submitted in accordance with the Company’s policies and procedures (collectively, the “Accrued Benefits”). Further, upon any termination of your employment hereunder for any reason, except as may otherwise be requested by the Company in writing, you will immediately and without the need for any additional action be deemed to have resigned from all directorships, committee memberships, officer positions and any other positions that you hold with each member of the Company Group and agree to take any actions as may be reasonably required to effectuate the foregoing. Your execution of this Agreement will be deemed the grant by you to the officers of the Company of a limited power of attorney to sign in your name and on your behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

11.

Severance. Upon your termination of employment by the Company without Cause (as defined below) during the Term, subject to your (x) execution and non-revocation of a release of claims prepared by the Company Group (the “Release”) within the time period specified therein and (y) continued compliance with Sections 12 through 16 hereof (collectively, the “Restrictive Covenants”), you will receive, in addition to the Accrued Benefits, the following severance payments and benefits (collectively, the “Severance Benefits”):

(a)

a cash payment equal to two (2) times the sum of your (i) then-current base salary, plus (ii) your Target Bonus in respect of the year in which such date of termination occurs, payable on the first day of the payroll period immediately following both (A) such date of termination and (B) the date on which the Release becomes effective and non-revocable; provided, that if the consideration and revocation periods set forth in the Release begin in one calendar year and end in a second calendar year, then such payment will not occur before the first day in the second of such two calendar years; and

(b)

subject to your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continued participation (pursuant to COBRA) in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan), which covers you (and your eligible dependents) at the same premium rate applicable to you as of the date of termination until the earlier of (i) eighteen (18) months following such date of termination or (ii) the date on which you obtain employment that offers group health benefits; provided, that the Company may modify the continuation coverage contemplated by this Section 11(b) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Section 105(h) of the Internal Revenue Code of 1986, as amended, the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education

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Reconciliation Act of 2010, as amended, and in each case, the regulations and guidance promulgated thereunder.

In consideration for your opportunity to receive the Severance Benefits, you hereby acknowledge and agree that you are not eligible to participate in any other severance plans, programs policies or practices of the Company Group. For the avoidance of doubt, upon your termination of employment by the Company for any reason, all outstanding and unvested equity incentive awards then held by you, pursuant to the Incentive Plan or otherwise, will be treated in accordance with the award agreement applicable to such award or the Incentive Plan, as applicable. For the avoidance of doubt, a termination of your employment due to a non-renewal of the Term shall not be treated as a termination without Cause, and upon such termination, you will be entitled to receive only the Accrued Benefits.

For purposes of this Agreement, “Cause” shall mean, in each case as reasonably determined in good faith by the Board (a) your plea of nolo contendere to, or conviction of, any crime (whether or not involving any member of the Company Group) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, a material and adverse impact on the performance of your duties to any member of the Company Group, or otherwise has, or could reasonably be expected to result in, a material and adverse impact on the business or reputation of any member of the Company Group; (b) your conduct, in connection with your employment or service, that has resulted, or could reasonably be expected to result, in material injury to the business or reputation of any member of the Company Group; (c) any material violation of the written policies of any member of the Company Group that have been acknowledged by you in writing (including electronic certification) as having been provided to you, including, but not limited to, those relating to sexual harassment, ethics, discrimination, or the disclosure or misuse of Confidential Information, or those set forth in the manuals or statements of policy of any member of the Company Group; (d) act(s) of gross negligence or willful misconduct in the course of your employment or service with any member of the Company Group; (e) misappropriation by you of any assets or business opportunities of any member of the Company Group; (f) embezzlement or fraud committed by you, at your direction, or with your prior actual knowledge; or (g) willful neglect in the performance of the your duties for any member of the Company Group or willful or repeated failure or refusal to perform such duties, in each case, except where you have a good faith basis to refuse to perform a directive of the Board where such action would be illegal or in violation of any Company Group policy. Notwithstanding the foregoing, prior to any termination of your employment for the reasons set forth in any of clauses (b), (c), (d), or (g) above, the Company must (1) provide you with written notice of the matter in question in reasonable detail, and (2) provide you fifteen (15) business days after the giving of such notice to cure any such matters (to the extent curable) to the satisfaction of the Board.

12.

Non-Disclosure of Confidential Information.

(a)

The term “Confidential Information,” as used in this Agreement, shall mean any and all information (in whatever form and whether or not expressly designated as confidential) relating directly or indirectly to the respective businesses, operations, financial affairs, assets or technology of the Company, including, but not limited to, marketing and financial information, personnel, sales and statistical data, plans for future development, computer programs, information and knowledge pertaining to the products and services offered, inventions, innovations, designs, ideas, recipes, formulas, manufacturing processes, trade secrets, technical data, computer source codes, software, proprietary information, construction, advertising, manufacturing, distribution and sales methods and systems, pricing, sales and profit figures, customer and client lists, and relationships with customers, clients, suppliers, distributors and others who have business dealings with the Company and information with respect to various ingredients, formulas, manufacturing processes, techniques, procedures, processes and methods. Confidential Information also includes information received by you from third parties in connection with your employment by the Company subject to an obligation to maintain the confidentiality of such information.

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Confidential Information does not include information which (i) becomes generally known to and available for use by the public other than as a result of your violation of this Agreement; (ii) is or becomes generally available within the relevant business or industry other than as a result of your violation of this Agreement; or (iii) is or becomes available to you on a nonconfidential basis from a source other than the Company, which source is not known by you, after reasonable inquiry, to be subject to a contractual or fiduciary obligation of secrecy to the Company.

(b)

You acknowledge and agree that all Confidential Information known or obtained by you, whether before or after your date of termination of employment or service and regardless of whether you participated in the discovery or development of such Confidential Information, is the property of the Company. Except as expressly authorized in writing by the Company or as necessary to perform your services while an employee of the Company, you agree that you will not, at any time, for any reason, directly or indirectly, duplicate, use, make available, sell, misappropriate, exploit, remove, copy or disclose to any Person (as defined below) Confidential Information, unless such information is required to be produced by you under order of a court of competent jurisdiction or a valid administrative or congressional subpoena; provided, however, that upon receipt of any such order or subpoena, you shall promptly notify the Company and shall provide the Company with an opportunity at its cost and expense to contest the propriety of such order or subpoena or restrict or condition the disclosure of such Confidential Information or to arrange for appropriate safeguards against any further disclosure by the court or administrative or other body seeking to compel disclosure of such Confidential Information. The obligation to maintain confidentiality set forth in this Section 12 shall apply indefinitely to the extent that the information qualifies as a trade secret, but shall apply only during the Restriction Period (as defined below) to the extent that the information does not qualify as a trade secret. For purposes of this Agreement, “Person” means an individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

13.

Whistleblower Protection. Nothing in this Agreement is intended to conflict with the whistleblower provisions of any United States federal, state or local law or regulation, including, but not limited to, Rule 21F-17 of the Exchange Act or § 1833(b) of the Defend Trade Secrets Act of 2016. Accordingly, notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit you from reporting possible violations of United States federal, state or local law or regulation to any United States federal, state or local governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or to an attorney, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from disclosing trade secrets and other confidential information in the course of such reporting; provided, that you use your reasonable efforts to (a) disclose only information that is reasonably related to such possible violations or that is requested by such agency or entity and (b) requests that such agency or entity treat such information as confidential. You do not need the prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that it has made such reports or disclosures. In addition, you have the right to disclose trade secrets and other confidential information in a document filed in a lawsuit or other proceeding; provided, that the filing is made under seal and protected from public disclosure.

14.

Non-Competition; Non-Solicitation; Non-Disparagement.

(a)

You agree that during your employment, you have had access to the Company’s Confidential Information. Such access and knowledge would put the Company at an unfair competitive disadvantage were you to use it on behalf of another Person or entity. Accordingly, during your employment or service with the Company Group and the twelve (12) month period following the termination of your employment or service with the Company Group (the “Restriction Period”), you agree that you shall not,

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directly or indirectly, for your own account, or on behalf of, or together with, any other Person (other than on behalf of the Company):

(i)

own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, render financial assistance to, be connected as an officer, director, stockholder, employee, partner, member, manager, principal, agent, representative, consultant or otherwise with, use or permit your name to be used in connection with, or develop products or services for, any Competing Business anywhere in any state, county, municipality, city, or any other jurisdiction or locale of the United States or any other country in which the Company conducts business (for purposes of the post-termination portion of the Restriction Period, as conducted as of the date your employment or service with the Company Group terminates). For purposes of this Agreement, “Competing Business” means any Person which wholly or in any significant part engages in the business of supply chain software; provided, that it shall not be a breach of this Section 14(a)(i) for you to (x) own a passive investment of less than one percent (1%) of a class of stock of a publicly held company that is traded on a national securities exchange or in the over the counter market, or (y) be employed or engaged by any Person where such work (A) would not involve any level of strategic, advisory, technical, creative, sales, or other activity similar to that which you provided to the Company Group (acknowledging that your role requires you to engage in strategic, managerial, and business development activity), or (B) is in connection with an independent business line of such Person that is wholly unrelated to the business of the Company Group and the Confidential Information, or (C) is in the nature of advisory services in connection with the acquisition by such Person of a Competing Business and not the operation of such Competing Business following such acquisition (in each case, subject to protocols to prevent you from disclosing Confidential Information);

(ii)

contact, solicit, induce or attempt to contact, solicit or induce any Person who is or was, within the one-year period prior to termination of your employment or service with the Company, a customer, supplier or agent of the Company and about which you learned Confidential Information or with which you had material contact during your employment with the Company, to terminate their relationship with the Company, or do any act which may adversely interfere with or result in the impairment of the relationship, including any reduction in sales or purchases, between the Company and such customers, suppliers or agents; or

(iii)

hire any Person who is or was, within the one-year period prior to termination of your employment or service with the Company, an employee of the Company, or contact, solicit, induce or attempt to contact, solicit or induce any Person who is or was, within the one-year period prior to termination of your employment or service with the Company, an employee of the Company for the purpose of seeking to have such employee terminate his or her employment with the Company.

(b)

Subject to Section 13 hereof, you will not, at any time during your employment or service with the Company or at any time thereafter, make any statement that is intended to disparage any member of the Company Group or any of their respective businesses, products, services, directors or officers. The Board shall direct the Company’s senior officers and directors, at all times during your employment or service with the Company and again in connection with their termination of employment or service with the Company, not to make any statement that is intended to disparage you. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), or repeating any information that is included in any filing made by the Company pursuant to Section 12 of the Securities Exchange Act, as amended, or any press release issued by the Company, and the foregoing limitation on you and the Board shall not be violated by statements that you or they in good faith believe are necessary or appropriate to make in connection with performing your or their respective duties and obligations to the Company (e.g., acknowledging customer service issues to

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Company customers in the context of addressing customer concerns, or providing feedback during performance reviews).

(c)

In the event of a breach or threatened breach of this Section 14, the Company may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or temporary or permanent injunctive or other equitable relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. In addition to any other relief, the prevailing party in any such action shall be entitled to recover its costs and attorneys’ fees. If a court holds that the duration, scope, or area restrictions stated herein are unreasonable, invalid, illegal or unenforceable, the parties agree that the court shall be allowed and directed to “blue pencil” or otherwise revise the restrictions to cover the maximum reasonable period, scope and area permitted by law.

(d)

You acknowledge and agree that: (i) you have occupied a position of trust and confidence with the Company and have become familiar with Confidential Information; (ii) the Confidential Information is of unique, very substantial and immeasurable value to the Company; (iii) the Company has required that you make the covenants set forth in Sections 12 through 16 hereof as a condition to the execution by the Company of this Agreement; (iv) the provisions of Sections 12 through 16 are reasonable with respect to duration, geographic area and scope and necessary to protect and preserve the goodwill and ongoing business value of the Company, and will not, individually or in the aggregate, prevent you from obtaining other suitable employment during the period in which you are bound by such provisions; (v) the scope of the business of the Company is independent of location (such that it is not practical to limit the restrictions contained in Sections 12 through 16 to a specified county, city or part thereof); (vi) the Company would be irreparably damaged if you were to breach the covenants set forth in Sections 12 through 16; (vii) the potential benefits to you available under this Agreement are sufficient to compensate you fully and adequately for agreeing to the terms and restrictions of this Agreement and represent good, valuable and adequate consideration in exchange for the covenants set forth in Sections 12 through 16, including, without limitation, professional benefits, financial benefits (including equity opportunity), significant access to Confidential Information, and training; (viii) you fully understand the provisions of Sections 12 through 16 and you are entering into this Agreement knowingly, freely and voluntarily; (ix) the Company has advised you in writing to consult with an attorney or legal counsel prior to signing this Agreement and agreeing to the covenants set forth in Sections 12 through 16; and (x) you can take up to fourteen (14) days from the date of your receipt of this Agreement to consider its terms, although you may sign it at any time sooner.

15.

Cooperation. During your employment or service with the Company, you acknowledge that you have been involved in business matters on behalf of the Company. As a further material inducement to the Company to make the payments described herein, following the date of your termination of employment or service with the Company, you hereby agree to (a) provide your timely cooperation to the Company regarding its business matters, specifically including but not limited to matters over which you had responsibility or in which you were involved, as well as any legal, equitable, or business matters or proceedings which involve the Company or any of its executives, officers, or directors; (b) be reasonably available for questions or inquiries by phone, text, or email, and at the Company’s reasonable request for any meetings or conferences deemed necessary to assist the Company; (c) reasonably cooperate in the defense of any actual and potential claims, litigation, inquiry, investigation, or other matter, action, or proceeding filed against the Company or its officers, directors, employees or agents, including, but not limited to, any actual or potential claims which may require your involvement post-employment (provided that the foregoing shall not require you to prejudice any claims or defenses you may have); and (d) help transition your role and responsibilities to other Company personnel, and provide information in response

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to the Company’s requests and inquiries, in connection with your separation. The Company will pay reasonable travel and other fees and expenses related to your cooperation in this regard. The Company agrees to provide reasonable advance notice of the need for your cooperation.

16.

Return of Property. You agree to return or destroy, on or before the date of your termination of employment or service with the Company, or earlier if directed by the Company, any and all of Company’s property in your possession, as well as any and all records, files, correspondence, reports and computer disks relating to the Company’s operations, products and potential products, marketing, research and development, production and general business plans, customer information, accounting and financial information, distribution, sales, and confidential cost and price characteristics and policies in his possession (including on any personal computer).

17.

Representations. By signing this Agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company hereunder and that your acceptance of this offer of employment and your performance of the contemplated services hereunder does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement to which you are a party to or violate any other legal restriction.

18.

Taxes.

(a)

The Company may withhold from any payments made to you all applicable taxes, including but not limited to income, employment, and social insurance taxes, as required by law. You acknowledge and represent that the Company has not provided any tax advice to you in connection with this Agreement and you have been advised by the Company to seek tax advice from your own tax advisors regarding this Agreement and payments and benefits that may be made to you pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to such payments. While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever will the Company Group be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

(b)

Notwithstanding any provision in this Agreement to the contrary,

(i)

The payment (or commencement of a series of payments) of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment will be delayed until such time as you have also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of your termination of employment) will be paid (or commence to be paid) to you on the schedule set forth in this Agreement as if you had undergone such termination of employment (under the same circumstances) on the date of your ultimate “separation from service.”

(ii)

Any payment otherwise required to be made to you hereunder at any date as a result of the termination of your employment will be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, you will be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence and any remaining payments not so delayed will continue to be paid pursuant to the payment schedule set forth herein.

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(iii)

Each payment in a series of payments hereunder will be deemed to be a separate payment for purposes of Section 409A of the Code.

(iv)

To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (x) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by you, (y) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

19.

Clawback. Notwithstanding anything to the contrary set forth herein or in any other agreement between you and the Company, you hereby acknowledge and agree that this Agreement shall in all events be subject to (a) any right that the Company may have under any Company clawback policy or any other agreement or arrangement with you, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

20.

Entire Agreement. This Agreement (including the Restrictive Covenants) contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof, including, without limitation, the Prior Agreement. The parties hereto acknowledge and agree that, as of the Effective Date, the Prior Agreement shall be terminated and of no further force and effect. This Agreement can only be modified in a written agreement signed by you and a properly authorized director or officer the Company.

21.

Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. BY EXECUTION OF THIS AGREEMENT, YOU ARE WAIVING ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

22.

Severability. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement.

23.

Successors and Assigns. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to any person or entity (other than to any of the Company’s direct or indirect subsidiary companies) without your prior written consent (which shall not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets of the Company, the Company shall provide that this Agreement be assigned to, and assumed by, the acquirer of such assets, it being agreed that in such circumstances, your consent will not be required in connection therewith. Your rights and obligations under this Agreement shall not be

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transferable by you by assignment or otherwise, without the prior written consent of the Company; provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee, or other designee, or if there be no such designee, to your estate.

24.

Survival. The provisions of this Agreement shall survive any termination of your employment to the extent necessary to give effect thereto.

25.

Background Check. The effectiveness of this Agreement is contingent upon your satisfactory completion of a standard background check, to be conducted by a provider selected by the Company in its sole discretion.

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If you agree with the terms and conditions of your employment as set forth herein, please sign the enclosed copy of this Agreement in the space indicated and return it to the Company. Your signature will acknowledge that you have read, understand and agree to the terms and conditions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by e-mail as a portable data format (.pdf) file or image file attachment.

Sincerely,


E2OPEN PARENT HOLDINGS, INC.

By:	/s/ Jennifer Grafton
Name:	Jennifer Grafton
Title:	Executive Vice President, General Counsel & Secretary
Date:	February 8, 2024


Acknowledged and agreed:

Signature:	/s/ Andrew Appel
Name:	Andrew Appel
Date:	February 8, 2024

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Exhibit A

AppCapital, Founder and CEO

Constant Contact, Lead Director

Cooler Screens, Adviser

Harmonya, Adviser

I-Genie.ai, Adviser

Premise, Adviser

Symphony Retail AI, Adviser

UCLA Anderson, School of Management, Advisory Board Member

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Exhibit 10.2

EXECUTION VERSION

E2open Parent Holdings, inc.
Performance-Based Restricted Stock Unit Notice
(2021 omnibus INCENTIVE PLAN)

E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, and the Vesting Schedule (attached hereto as Attachment II) both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same definitions as in the Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.


Name of Participant:	Andrew Appel
Date of Grant:	February 12, 2024
Number of Restricted Stock Units:	1,500,000

Vesting Schedule: Attached hereto as Attachment II.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


E2OPEN PARENT HOLDINGS, INC.		PARTICIPANT:

By:	/s/ Jennifer Grafton		/s/ Andrew Appel
Signature:	Jennifer Grafton	Signature:	Andrew Appel
Title:	Executive Vice President, General Counsel & Secretary	Date:	February 12, 2024
Date:	February 12, 2024

Attachments: RSU Agreement and Vesting Schedule

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Attachment I

E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN

RSU Agreement

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of Restricted Stock Units under its 2021 Omnibus Incentive Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your Award of Restricted Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and the Plan, are as follows:

Grant of the Award. This Award represents the right to be issued on a future date one (1) share of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section ‎3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by or on behalf of the Company for your benefit (the “Account”) the number of Restricted Stock Units subject to the Award. This Award was granted in consideration of your services to the Company.

Vesting; Forfeiture. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice. Except as expressly set forth in this Section 2, upon your Termination, the Restricted Stock Units credited to the Account that were not fully vested in accordance with Attachment II as of the date of such Termination will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

(a)

Termination Without Cause; Death; Disability. Upon your Termination (i) by the Company or any of its Affiliates without Cause, (ii) due to your death or (iii) due to your Disability, in each case, during the Performance Period (as defined in Attachment II) and before the occurrence of a Change in Control, the portion of your Award that (x) has time-vested in accordance with Attachment II as of the date of such Termination, plus (y) would have time-vested in accordance with Attachment II during the twelve (12)-month period following the date of such Termination, shall remain outstanding and eligible to performance-vest in accordance with Attachment II during the period ending on the earlier of (I) eighteen (18) months following the date of such Termination, and (II) the last day of the Performance Period (such period, the “Tail Period”), and any portion of your Award that does not performance-vest in accordance with the foregoing during the Tail Period will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock; provided, that during the Tail Period, each individual stock price hurdle set forth on Attachment II shall be increased on a quarterly basis by the amount necessary to yield a twenty percent (20%) annualized

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internal rate of return (“IRR”) with respect to the closing price of one share of Stock, with the first such increase made at the end of the quarter commencing on the date of such Termination.

(b)

Effect of a Change in Control.

(i)

Subject to Section 2(b)(ii) below, upon the occurrence of a Change in Control during the Performance Period, subject to your continued employment through the date of consummation of such Change in Control (the “Change in Control Date”), (x) any portion of your Award that has not time-vested in accordance with Attachment II as of the Change in Control Date shall immediately and automatically time-vest, (y) after giving effect to the foregoing, your Award shall immediately and automatically be deemed to performance-vest in accordance with Attachment II based upon the Change in Control Price (as defined below), and (z) any Restricted Stock Units subject to your Award that do not fully vest in accordance with the foregoing shall be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock. Any Restricted Stock Units that are deemed time- and performance-vested in accordance with this Section 2(b)(i) will be immediately and automatically converted into the right to receive, in respect of each share of Stock underlying such vested Restricted Stock Units, consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Change in Control (the “Converted Award”); provided, that the cash portion of the Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Converted Award is not assumed by the surviving entity following such Change in Control, the Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(ii)

Notwithstanding the foregoing, upon the occurrence of a Special Change in Control (as defined below), subject to your continued employment through the Change in Control Date, the economic value of any Restricted Stock Units subject to this Award that are unvested as of the Change in Control Date will be immediately and automatically converted, in respect of each share of Stock underlying any then-unvested Restricted Stock Units, into a dollar value equal to sum of (A) the difference between (x) the value of the Restricted Stock Units subject to this Award, based on the Change in Control Price, and (y) the value of Restricted Stock Units subject to this Award, based on a per share Stock price equal to $6.00, with the amount of such difference reduced by fifty percent (50%), plus (B) the value of the Restricted Stock Units subject to this Award, based on a per share Stock price equal to $6.00, and such value shall then immediately and automatically be converted into the right to receive consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Special Change in Control (the “Special Converted Award”); provided, that the cash portion of the Special Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Special Converted Award shall be paid to you on the four and a half (4 ½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Special Converted Award is not assumed by the surviving entity following such Special

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Change in Control, the Special Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(iii)

For purposes of this Agreement, (A) “Special Change in Control” means a Change in Control that occurs during the twelve (12)-month period following the Date of Grant with a Change in Control Price in connection with such Change in Control in excess of $6.00; and (B) “Change in Control Price” means the value of the aggregate consideration paid in connection with a Change in Control in respect of one share of Stock.

Number of Shares. The number of Restricted Stock Units subject to your Award may be adjusted from time to time for capitalization adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section ‎3, if any, shall be subject, in a manner determined by the Committee, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your Award. Notwithstanding the provisions of this Section ‎3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section ‎3. Any fraction of a share will be rounded down to the nearest whole share.

Securities Law Compliance. You may not be issued any shares of Stock under your Award unless the shares of Stock underlying the Restricted Stock Units are then registered under the Securities Act or, if not registered, the Company has determined that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The issuance of shares of Stock must also comply with all other applicable laws and regulations governing the Award and the Company’s policies, including without limitation the Company’s Insider Trading Policy, as amended from time to time, and you shall not receive such Stock if the Company determines that such receipt would not be in material compliance with such laws, regulations or Company policies, if applicable.

Transfer Restrictions. Prior to the time that shares of Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in Section ‎5(a) below. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.

(a)

Beneficiary Designation. Upon receiving written permission from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company, designate a third party who, on your death, will thereafter be entitled to receive the shares issuable in respect of your Award. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive any Stock or other consideration that vested but was not issued before your death.

Date of Issuance.

(a)

The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and

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administered in such a manner. Subject to Section 2 hereof, in the event one or more Restricted Stock Units vests in accordance with Attachment II, the Company shall issue to you one (1) share of Stock for each Restricted Stock Unit that vests as soon as practicable following the applicable vesting date(s) (subject to any adjustment under Section ‎3 above) and in any event within thirty (30) days following the vesting date.

(b)

The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

Dividends. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from the adjustment provided in Section 10(a) of the Plan.

Restrictive Legends. The shares of Stock issued under your Award shall be endorsed with appropriate legends, if applicable, as determined by the Company.

Award Not a Service Contract. This Agreement is not an employment or service contract, and nothing in this Agreement will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service.

10.

Withholding Obligations.

(a)

On or before the time you receive a distribution of the shares of Stock underlying your Award, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the shares of Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to be delivered in connection with your Restricted Stock Units by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale proceeds to the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Stock are issued to pursuant to Section ‎6) equal to the amount of such Withholding Taxes; provided, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such other arrangements as are satisfactory to the Committee.

(b)

Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any shares of Stock.

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(c)

In the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock or it is determined after the delivery of shares of Stock to you that the amount of the Company’s withholding obligations was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11.

12.

Notices. Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13.

Unsecured Obligation. Your Award is unfunded, and as a holder of a vested Award, you shall be considered a general, unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement.

14.

Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those of the Plan, the provisions of your Award will control. This Agreement shall be governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between You and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION SET FORTH IN THe PLAN.

15.

Clawback Policy. Notwithstanding anything to the contrary set forth herein or in any other agreement between you and the Company, you hereby acknowledge and agree that your Award (and any compensation paid or shares of Stock issued under your Award) shall in all events be subject to (a) any right that the Company may have under any Company clawback policy or any other agreement or arrangement with you, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

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16.

Other Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you hereby acknowledge receipt of the Company’s Code of Conduct and Ethics and Insider Trading Policy, each, as in effect from time to time, which, among other things, prohibit certain individuals from selling shares during certain “black-out” periods.

17.

Effect on Other Employee Benefit Plans. The value of this Award will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

18.

Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Stock to be issued pursuant to this Award until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

19.

Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

20.

Data Privacy. You explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g) of the Plan is incorporated herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates, third-party administrator(s) and other possible recipients for the exclusive purpose of implementing, administering, and managing the Plan and Awards and your participation in the Plan. You acknowledges, understands and agrees that Data may be transferred to third parties, which will assist the Company with the implementation, administration and management of the Plan.

21.

Miscellaneous.

(a)

The rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b)

You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

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(c)

You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

(d)

This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)

All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

* * *

This RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.

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Attachment II

Vesting Schedule

22.

Vesting. Your Award is subject to both time- and performance-based vesting conditions, and will only be deemed fully vested when both the Time-Vesting Condition and the Performance-Vesting Condition (each as defined below) have been satisfied.

23.

Time-Vesting Condition. Your Award will time-vest as follows: (i) one-third (1/3rd) of the Award will time-vest on the first anniversary of the Date of Grant, and (ii) the remaining portion of the Award will time-vest during the two (2)-year period commencing as of the first anniversary of the Grant Date in substantially equal installments at the end of each quarter during such period (such that one-hundred percent (100%) of your Award are time-vested on the third anniversary of the Grant Date), in each case, subject to your continued employment with the Company or an Affiliate through each such time-vesting date (the “Time-Vesting Condition”).

24.

Performance-Vesting Condition.

(a)

Performance Period. Your Award shall be eligible to performance-vest based upon the achievement of the performance conditions set forth in Section 3(b) of this Attachment II, as measured during the three (3)-year period beginning on the Date of Grant (the “Performance Period”).

(b)

Performance Conditions. Your Award shall performance-vest with respect to the percentage of the Restricted Stock Units subject to your Award reflected in the table below upon the date that the closing price of one share of Stock equals or exceeds the corresponding stock price reflected in the table below for twenty (20) out of thirty (30) consecutive trading days during the Performance Period (the “Performance-Vesting Condition”).


Stock Price Hurdle	Payout Percentage of Restricted Stock Units
$15.00	200%
$14.50	192%
$14.00	183%
$13.50	175%
$13.00	167%
$12.50	158%
$12.00	150%
$11.50	142%
$11.00	133%
$10.50	125%
$10.00	117%
$9.50	108%
$9.00	100%
$8.50	92%
$8.00	83%

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$7.50	75%
$7.00	67%
$6.50	58%
$6.00	50%
$5.50	42%
$5.00	33%
$4.50	25%
$4.00	17%
$3.50	8%

For the avoidance of doubt, (i) linear interpolation shall not apply to determine achievement between the levels reflected above, other than in connection with a Change in Control; (ii) performance below the threshold (i.e., achievement of a stock price hurdle of $3.50) will result in no payout to you with respect to the applicable portion of your Award; (iii) performance above maximum (i.e., achievement of a stock price hurdle of $15.00) will result in a payout percentage capped at 200% of the Restricted Stock Units subject to your Award; and (iv) the total number of Restricted Stock Units subject to your Award that vest upon achievement of each subsequent stock price hurdle shall include the aggregate amount of Restricted Stock Units subject to your Award that previously vested plus the incremental number of Restricted Stock Units subject to you Award that vest upon achievement of the applicable stock price hurdle.

25.

Forfeiture. For the avoidance of doubt, any portion of your Award that does not performance-vest during the Performance Period in accordance with Section 3 of this Attachment II will terminate automatically without any further action by the Company and will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

26.

Committee Authority. Consistent with the terms of the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the terms of the Plan or the Agreement, including this Attachment II, shall be within the sole discretion of the Committee, and shall be final, conclusive, and binding upon all persons.

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Exhibit 10.3

EXECUTION VERSION

E2open Parent Holdings, inc.
PERFORMANCE-BASED Stock Option Grant Notice
(2021 omnibus INCENTIVE PLAN)

E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as amended (the “Plan”), hereby grants to Participant an option to purchase the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”), in the Option Agreement (attached hereto as Attachment I) and in the Plan, which has been made available to you on the Company Intranet, and the Vesting Schedule (attached hereto as Attachment II) both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.


Name of Participant:	Andrew Appel
Date of Grant:	February 12, 2024
Target Number of Shares Subject to Option (the “Target Option”):	1,700,000
Maximum Number of Shares Subject to Option:	3,400,000
Exercise Price (Per Share):
Expiration Date:	February 12, 2031
Type of Grant	Nonqualified Stock Option

Vesting Schedule: Attached hereto as Attachment II.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant, and (ii) the Company’s Clawback Policy and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or

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electronic system established and maintained by the Company or another third party designated by the Company.


E2OPEN PARENT HOLDINGS, INC.		PARTICIPANT:

By:	/s/ Jennifer Grafton		/s/ Andrew Appel
Signature:	Jennifer Grafton	Signature:	Andrew Appel
Title:	Executive Vice President, General Counsel & Secretary	Date:	February 12, 2024
Date:	February 12, 2024

Attachments: Option Agreement and Vesting Schedule

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Attachment I

E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN

Nonqualified Stock Option Agreement

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”), E2open Parent Holdings, Inc. (the “Company”) has granted you an Award of an Option under its 2021 Omnibus Incentive Plan, as amended (the “Plan”) to purchase the number of shares of the Company’s Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

If there is any conflict between the terms in this Agreement and the Plan, the terms of this Agreement will control. The details of your option (this or your “Option”), in addition to those set forth in the Grant Notice and the Plan, are as follows:

Vesting; Forfeiture. Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice. Except as expressly set forth in this Section 1, upon your Termination, the portion of your Option that has not vested in accordance with Attachment II on the date of such Termination will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

(a)

Termination Without Cause; Death; Disability. Upon your Termination (i) by the Company or any of its Affiliates without Cause, (ii) due to your death or (iii) due to your Disability, in each case, during the Performance Period (as defined in Attachment II) and before the occurrence of a Change in Control, the portion of your Option that (x) has time-vested in accordance with Attachment II as of the date of such Termination, plus (y) would have time-vested in accordance with Attachment II during the twelve (12)-month period following the date of such Termination, shall remain outstanding and eligible to performance-vest in accordance with Attachment II during the period ending on the earlier of (I) eighteen (18) months following the date of such Termination, and (II) the last day of the Performance Period (such period, the “Tail Period”), and any portion of your Option that does not performance-vest in accordance with the foregoing during the Tail Period will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock; provided, that during the Tail Period, each individual stock price hurdle set forth on Attachment II shall be increased on a quarterly basis by the amount necessary to yield a twenty percent (20%) annualized internal rate of return (“IRR”) with respect to the closing price of one share of Stock, with the first such increase made at the end of the quarter commencing on the date of such Termination.

(b)

Effect of a Change in Control.

(i)

Subject to Section 1(b)(ii) below, upon the occurrence of a Change in Control during the Performance Period, subject to your continued employment through the date

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of consummation of such Change in Control (the “Change in Control Date”), (x) any portion of your Option that has not time-vested in accordance with Attachment II as of the Change in Control Date shall immediately and automatically time-vest, (y) after giving effect to the foregoing, your Option shall immediately and automatically be deemed to performance-vest in accordance with Attachment II based upon the Change in Control Price (as defined below), and (z) any portion of your Option that does not fully vest in accordance with the foregoing shall be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock. The portion of your Option that is deemed time- and performance-vested in accordance with this Section 1(b)(i) will be immediately and automatically converted into the right to receive, in respect of each share of Stock underlying such vested portion of your Option, consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Change in Control (the “Converted Award”); provided, that the cash portion of the Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Converted Award is not assumed by the surviving entity following such Change in Control, the Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(ii)

Notwithstanding the foregoing, upon the occurrence of a Special Change in Control (as defined below), subject to your continued employment through the Change in Control Date, the economic value of any portion of your Option that is unvested as of the Change in Control Date will be immediately and automatically converted, in respect of each share of Stock underlying any then-unvested portion of your Option, into a dollar value equal to sum of (A) the difference between (x) the Intrinsic Value (as defined below) of your Option (with a reference price for purposes of this calculation equal to the Change in Control Price), and (y) the Intrinsic Value of your Option (with a reference price for purposes of this calculation equal to $6.00), with the amount of such difference reduced by fifty percent (50%), plus (B) the Intrinsic Value of your Option (with a reference price for purposes of this calculation equal to $6.00), and such value shall then immediately and automatically be converted into the right to receive consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Special Change in Control (the “Special Converted Award”); provided, that the cash portion of the Special Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Special Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Special Converted Award is not assumed by the surviving entity following such Special Change in Control, the Special Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(iii)

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connection with a Change in Control in respect of one share of Stock; and (C) “Intrinsic Value” means the difference between the applicable reference price being used for purposes of the calculation and the applicable exercise price.

Number of Shares and Exercise Price. The number of shares of Stock subject to your Option and your exercise price per share in your Grant Notice will be adjusted from time to time for capitalization adjustments, as provided in the Plan. Any additional shares become subject to the Option pursuant to this Section 2, if any, shall be subject, in a manner determined by the Committee, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other shares covered by your Option. Notwithstanding the provisions of this Section 2, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section 2. Any fraction of a share will be rounded down to the nearest whole share.

Method of Payment. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in a manner approved by the Committee and in accordance with applicable law, which may include any of the following payment methods: (i) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check, (ii) by delivery of shares of Stock having a value equal to the exercise price, (iii) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (iv) by any other means approved by the Committee. Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available.

Whole Shares. You may exercise your Option only for whole shares of Stock.

Securities Law Compliance. In no event may you exercise your Option unless the shares of Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your Option also must comply with all other applicable laws and regulations governing your Option and the Company’s policies, including without limitation the Company’s Insider Trading Policy, as amended from time to time, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws, regulations or Company policies, if applicable.

Term. You may not exercise your Option before the Date of Grant or after the Expiration Date. The term of your Option shall expire upon a Termination in accordance with Section 5(f) of the Plan, and such Section 5(f) of the Plan is incorporated herein by reference and made a part hereof.

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Exercise.

(a)

Subject to Section 1 hereof, you may exercise the vested portion of your Option during its term by (i) completing such documents and/or procedures designated by the Company, or a third party designated by the Company, for exercise, and (ii) paying the exercise price and any applicable withholding taxes, together with such additional documents as the Company may then require.

(b)

By exercising your Option you agree that, as a condition to any exercise of your Option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your Option, or (ii) the disposition of shares of Stock acquired upon such exercise.

Transferability of Options. Except as otherwise provided in this Section 9, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

(a)

Beneficiary Designation. Upon receiving written permission from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this Option and receive the Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this Option and receive, on behalf of your estate, the Stock or other consideration resulting from such exercise.

Dividends. You shall receive no benefit or adjustment to your Option with respect to any cash dividend, stock dividend or other distribution that does not result from the adjustment provided in Section 10(a) of the Plan.

10.

Restrictive Legends. The shares of Stock issued under your Option shall be endorsed with appropriate legends, if applicable, as determined by the Company.

11.

Award Not A Service Contract. This Agreement is not an employment or service contract, and nothing in this Agreement will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service.

12.

Withholding Obligations.

(a)

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any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to be delivered in connection with your exercise by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale proceeds to the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Option with a Fair Market Value (measured as of the date of exercise) equal to the amount of such Withholding Taxes; provided, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such other arrangements as are satisfactory to the Committee.

(b)

You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for such shares of Stock or release such shares of Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.

(c)

13.

Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from your Option or your other compensation. In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the Option.

14.

Notices. Any notices provided for in your Option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

15.

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and adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and those of the Plan, the provisions of your Award will control. This Agreement shall be governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION SET FORTH IN THe PLAN.

16.

Clawback Policy. Notwithstanding anything to the contrary set forth herein or in any other agreement between you and the Company, you hereby acknowledge and agree that your Option (and any compensation paid or shares of Stock issued under your Option) shall in all events be subject to (a) any right that the Company may have under any Company clawback policy or any other agreement or arrangement with you, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

17.

18.

Effect On Other Employee Benefit Plans. The value of this Option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

19.

Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

20.

21.

Data Privacy. You explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in Section 20(g) of the Plan

300536013v2

(such Section 20(g) of the Plan is incorporated herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates, third-party administrator(s) and other possible recipients for the exclusive purpose of implementing, administering, and managing the Plan and Awards and your participation in the Plan. You acknowledge, understand and agree that Data may be transferred to third parties, which will assist the Company with the implementation, administration and management of the Plan.

22.

Miscellaneous.

(a)

The rights and obligations of the Company under your Option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b)

You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Option.

(c)

You acknowledge and agree that you have reviewed your Option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Option, and fully understand all provisions of your Option.

(d)

This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)

* * *

This Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.

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Attachment II

Vesting Schedule

Vesting. Your Option is subject to both time- and performance-based vesting conditions, and will only be deemed fully vested when both the Time-Vesting Condition and the Performance-Vesting Condition (each as defined below) have been satisfied.

Time-Vesting Condition. Your Option will time-vest as follows: (i) one-third (1/3rd) of the Option will time-vest on the first anniversary of the Date of Grant, and (ii) the remaining portion of the Option will time-vest during the two (2)-year period commencing as of the first anniversary of the Grant Date in substantially equal installments at the end of each quarter during such period (such that one-hundred percent (100%) of your Option are time-vested on the third anniversary of the Grant Date), in each case, subject to your continued employment with the Company or an Affiliate through each such time-vesting date (the “Time-Vesting Condition”).

Performance-Vesting Condition.

(a)

Performance Period. Your Option shall be eligible to performance-vest based upon the achievement of the performance conditions set forth in Section 3(b) of this Attachment II, as measured during the three (3)-year period beginning on the Date of Grant (the “Performance Period”).

(b)

Performance Conditions. Your Option shall performance-vest with respect to the percentage of the Target Option reflected in the table below upon the date that the closing price of one share of Stock equals or exceeds the corresponding stock price reflected in the table below for twenty (20) out of thirty (30) consecutive trading days during the Performance Period (the “Performance-Vesting Condition”).


Stock Price Hurdle	Payout Percentage of Target Option
$15.00	200%
$14.50	192%
$14.00	183%
$13.50	175%
$13.00	167%
$12.50	158%
$12.00	150%
$11.50	142%
$11.00	133%
$10.50	125%
$10.00	117%
$9.50	108%
$9.00	100%
$8.50	92%
$8.00	83%

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$7.50	75%
$7.00	67%
$6.50	58%
$6.00	50%
$5.50	42%
$5.00	33%
$4.50	25%
$4.00	17%
$3.50	8%

For the avoidance of doubt, (i) linear interpolation shall not apply to determine achievement between the levels reflected above, other than in connection with a Change in Control; (ii) performance below the threshold (i.e., achievement of a stock price hurdle of $3.50) will result in no payout to you with respect to the applicable portion of your Option; (iii) performance above maximum (i.e., achievement of a stock price hurdle of $15.00) will result in a payout percentage capped at 200% of your Target Option; and (iv) the portion of your Option that vests upon achievement of each subsequent stock price hurdle shall include the aggregate amount of the Option that previously vested plus the incremental portion of your Option that vest upon achievement of the applicable stock price hurdle.

Forfeiture. For the avoidance of doubt, any portion of your Option that does not performance-vest during the Performance Period in accordance with Section 3 of this Attachment II will terminate automatically without any further action by the Company and will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

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Exhibit 10.4

EXECUTION VERSION

E2OPEN PARENT HOLDINGS, INC.
TIME-BASED RESTRICTED STOCK UNIT NOTICE
(2021 OMNIBUS INCENTIVE PLAN)

E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same definitions as in the Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.


Name of Participant:	Andrew Appel
Date of Grant:	February 12, 2024
Number of Restricted Stock Units:	1,500,000

Vesting Schedule: Your Award will vest as follows: (i) one-third (1/3rd) of the Award will vest on the first anniversary of the Date of Grant, and (ii) the remaining portion of the Award will vest during the two (2)-year period commencing as of the first anniversary of the Grant Date in substantially equal installments at the end of each quarter during such period (such that one-hundred percent (100%) of your Award is vested on the third anniversary of the Grant Date), in each case, subject to your continued employment or other service with the Company or an Affiliate through each such vesting date.

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E2OPEN PARENT HOLDINGS, INC.		PARTICIPANT:

By:	/s/ Jennifer Grafton		/s/ Andrew Appel
Signature:	Jennifer Grafton	Signature:	Andrew Appel
Title:	Executive Vice President, General Counsel & Secretary	Date:	February 12, 2024
Date:	February 12, 2024

Attachments: RSU Agreement

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Attachment I

E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN

RSU Agreement

Vesting; Forfeiture. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice. Except as expressly set forth in this Section 2, upon your Termination, the Restricted Stock Units credited to the Account that were not vested in accordance with the vesting schedule set forth on the Grant Notice on the date of such Termination will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

(a)

Termination Without Cause; Death; Disability. Upon your Termination (i) by the Company or any of its Affiliates without Cause, (ii) due to your death or (iii) due to your Disability, any Restricted Stock Units subject to your Award that are unvested as of such date of Termination shall immediately vest in full; provided, that if such Termination occurs prior to the first anniversary of the Date of Grant, any such unvested Restricted Stock Units shall remain outstanding and shall vest and be settled on such date.

(b)

Effect of a Change in Control.

(i)

Subject to Section 2(b)(ii) below, upon the occurrence of a Change in Control, subject to your continued employment through the date of consummation of such Change in Control (the “Change in Control Date”), any Restricted Stock Units subject to your Award that are unvested as of the Change in Control Date will be immediately and automatically converted into the right to receive, in respect of each share of Stock underlying any then-unvested Restricted Stock Units, consideration in the form of cash and/or equity in a ratio substantially

300536106v2

similar to the ratio to be received by the Company’s shareholders in connection with such Change in Control (the “Converted Award”); provided, that the cash portion of the Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Converted Award is not assumed by the surviving entity following such Change in Control, the Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(ii)

Notwithstanding the foregoing, upon the occurrence of a Special Change in Control (as defined below), subject to your continued employment through the Change in Control Date, the economic value of any Restricted Stock Units subject to this Award that are unvested as of the Change in Control Date will be immediately and automatically converted, in respect of each share of Stock underlying any then-unvested Restricted Stock Units, into a dollar value equal to sum of (A) the difference between (x) the value of the Restricted Stock Units subject to this Award, based on the Change in Control Price (as defined below), and (y) the value of Restricted Stock Units subject to this Award, based on a per share Stock price equal to $6.00, with the amount of such difference reduced by fifty percent (50%), plus (B) the value of the Restricted Stock Units subject to this Award, based on a per share Stock price equal to $6.00, and such value shall then immediately and automatically be converted into the right to receive consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Special Change in Control (the “Special Converted Award”); provided, that the cash portion of the Special Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Special Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Special Converted Award is not assumed by the surviving entity following such Special Change in Control, the Special Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(iii)

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(a)

Date of Issuance.

(a)

The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to Section 2 hereof, in the event one or more Restricted Stock Units vests in accordance with the vesting schedule set forth on the Grant Notice, the Company shall issue to you one (1) share of Stock for each Restricted Stock Unit that vests as soon as practicable following the applicable vesting date(s) (subject to any adjustment under Section ‎3 above) and in any event within thirty (30) days following the vesting date.

(b)

The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

Restrictive Legends. The shares of Stock issued under your Award shall be endorsed with appropriate legends, if applicable, as determined by the Company.

300536106v2

10.

Withholding Obligations.

(a)

(b)

Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any shares of Stock.

(c)

11.

12.

300536106v2

electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13.

14.

Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those of the Plan, the provisions of your Award will control. This Agreement shall be governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION SET FORTH IN THe PLAN.

15.

16.

17.

18.

300536106v2

19.

20.

21.

Miscellaneous.

(a)

(b)

You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)

(d)

This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)

* * *

This RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.

300536106v2

Exhibit 10.5

EXECUTION VERSION

E2open Parent Holdings, inc.
TIME-BASED Stock Option Grant Notice
(2021 omnibus INCENTIVE PLAN)

E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as amended (the “Plan”), hereby grants to Participant an option to purchase the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”), in the Option Agreement (attached hereto as Attachment I) and in the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.


Name of Participant:	Andrew Appel
Date of Grant:	February 12, 2024
Number of Shares Subject to Option:	1,700,000
Exercise Price (Per Share):
Expiration Date:	February 12, 2031
Type of Grant	Nonqualified Stock Option

300536064v2

is otherwise required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


E2OPEN PARENT HOLDINGS, INC.		PARTICIPANT:

By:	/s/ Jennifer Grafton		/s/ Andrew Appel
Signature:	Jennifer Grafton	Signature:	Andrew Appel
Title:	Executive Vice President, General Counsel & Secretary	Date:	February 12, 2024
Date:	February 12, 2024

Attachments: Option Agreement

300536064v2

Attachment I

E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN

Nonqualified Stock Option Agreement

Vesting; Forfeiture. Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice. Except as expressly set forth in this Section 1, upon your Termination, the portion of your Option that has not vested in accordance with the vesting schedule set forth on the Grant Notice on the date of such Termination will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

(a)

Termination Without Cause; Death; Disability. Upon your Termination (i) by the Company or any of its Affiliates without Cause, (ii) due to your death or (iii) due to your Disability, any portion of your Option that is unvested as of such date of Termination shall immediately vest in full; provided, that if such Termination occurs prior to the first anniversary of the Date of Grant, any such unvested portion of your Option shall remain outstanding and shall vest on such date.

(b)

Effect of a Change in Control.

(i)

Subject to Section 1(b)(ii) below, upon the occurrence of a Change in Control, subject to your continued employment through the date of consummation of such Change in Control (the “Change in Control Date”), any portion of your Option that is unvested as of the Change in Control Date will be immediately and automatically converted into the right to receive, in respect of each share of Stock underlying the then-unvested portion of your Option, consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Change in Control (the “Converted Award”); provided, that the cash portion of the Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately

300536064v2

following the calendar year in which the Change in Control Date occurs); provided, that in the event the Converted Award is not assumed by the surviving entity following such Change in Control, the Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(ii)

Notwithstanding the foregoing, upon the occurrence of a Special Change in Control (as defined below), subject to your continued employment through the Change in Control Date, the economic value of any portion of your Option that is unvested as of the Change in Control Date will be immediately and automatically converted, in respect of each share of Stock underlying the then-unvested portion of your Option, into a dollar value equal to sum of (A) the difference between (x) the Intrinsic Value (as defined below) of your Option (with a reference price for purposes of this calculation equal to the Change in Control Price (as defined below)), and (y) the Intrinsic Value of your Option (with a reference price for purposes of this calculation equal to $6.00), with the amount of such difference reduced by fifty percent (50%), plus (B) the Intrinsic Value of your Option (with a reference price for purposes of this calculation equal to $6.00), and such value shall then immediately and automatically be converted into the right to receive consideration in the form of cash and/or equity in a ratio substantially similar to the ratio to be received by the Company’s shareholders in connection with such Special Change in Control (the “Special Converted Award”); provided, that the cash portion of the Special Converted Award shall be equal to at least fifty percent (50%). Subject to your continued employment through the Change in Control Date, the Special Converted Award shall be paid to you on the four and a half (4½) month anniversary of the Change in Control Date (but in no event later than March 15 of the calendar year immediately following the calendar year in which the Change in Control Date occurs); provided, that in the event the Special Converted Award is not assumed by the surviving entity following such Special Change in Control, the Special Converted Award shall be paid to you within ten (10) days following the Change in Control Date.

(iii)

For purposes of this Agreement, (A) “Special Change in Control” means a Change in Control that occurs during the twelve (12)-month period following the Date of Grant with a Change in Control Price in connection with such Change in Control in excess of $6.00; (B) “Change in Control Price” means the value of the aggregate consideration paid in connection with a Change in Control in respect of one share of Stock; and (C) “Intrinsic Value” means the difference between the applicable reference price being used for purposes of the calculation and the applicable exercise price.

Method of Payment. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in a manner approved by the

300536064v2

Committee and in accordance with applicable law, which may include any of the following payment methods: (i) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check, (ii) by delivery of shares of Stock having a value equal to the exercise price, (iii) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (iv) by any other means approved by the Committee. Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available.

Whole Shares. You may exercise your Option only for whole shares of Stock.

Exercise.

(a)

(b)

300536064v2

(a)

Beneficiary Designation. Upon receiving written permission from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this Option and receive the Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this Option and receive, on behalf of your estate, the Stock or other consideration resulting from such exercise.

10.

Restrictive Legends. The shares of Stock issued under your Option shall be endorsed with appropriate legends, if applicable, as determined by the Company.

11.

12.

Withholding Obligations.

(a)

At the time you exercise your Option, in whole or in part, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the shares of Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your exercise (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your exercise by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to be delivered in connection with your exercise by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale proceeds to the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Option with a Fair Market Value (measured as of the date of exercise) equal to the amount of such Withholding Taxes; provided, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such other arrangements as are satisfactory to the Committee.

(b)

300536064v2

obligation to issue a certificate for such shares of Stock or release such shares of Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.

(c)

13.

14.

15.

Governing Plan Document. Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and those of the Plan, the provisions of your Award will control. This Agreement shall be governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION SET FORTH IN THe PLAN.

16.

300536064v2

the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

17.

18.

19.

20.

21.

Data Privacy. You explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g) of the Plan is incorporated herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates, third-party administrator(s) and other possible recipients for the exclusive purpose of implementing, administering, and managing the Plan and Awards and your participation in the Plan. You acknowledge, understand and agree that Data may be transferred to third parties, which will assist the Company with the implementation, administration and management of the Plan.

22.

Miscellaneous.

(a)

(b)

You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Option.

300536064v2

(c)

(d)

This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)

* * *

This Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.

300536064v2

Exhibit 10.6

EXECUTION VERSION

E2OPEN PARENT HOLDINGS, INC.
TIME-BASED RESTRICTED STOCK UNIT NOTICE
(2021 OMNIBUS INCENTIVE PLAN)

E2open Parent Holdings, Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted Stock Units for the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the RSU Agreement (attached hereto as Attachment I) and the Plan, which has been made available to you on the Company Intranet, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same definitions as in the Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of this Grant Notice will control.


Name of Participant:	Andrew Appel
Date of Grant:	February 12, 2024
Number of Restricted Stock Units:	285,715

Vesting Schedule: Your Award will vest as follows: 100% of your Award shall vest on the first anniversary of the Date of Grant, subject to your continued employment with the Company or an Affiliate through such vesting date.


E2OPEN PARENT HOLDINGS, INC.		PARTICIPANT:

By:	/s/ Jennifer Grafton		/s/ Andrew Appel
Signature:	Jennifer Grafton	Signature:	Andrew Appel
Title:	Executive Vice President, General Counsel & Secretary	Date:	February 12, 2024
Date:	February 12, 2024

Attachments: RSU Agreement

Attachment I

E2open Parent Holdings, inc.
2021 omnibus INCENTIVE PLAN

RSU Agreement

Vesting; Forfeiture. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice. Except as expressly set forth in this Section 2, upon your Termination, the Restricted Stock Units credited to the Account that were not vested in accordance with the vesting schedule set forth on the Grant Notice on the date of such Termination will be immediately forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Stock.

(a)

Termination Without Cause; Death; Disability. Upon your Termination (i) by the Company or any of its Affiliates without Cause, (ii) due to your death or (iii) due to your Disability, any Restricted Stock Units subject to your Award that are unvested as of such date of Termination shall remain outstanding and shall fully vest on the first anniversary of the Date of Grant and be settled within thirty (30) days of such date..

(b)

Effect of a Change in Control. Upon the occurrence of a Change in Control, subject to your continued employment through the date of consummation of such Change in Control (the “Change in Control Date”), any Restricted Stock Units subject to your Award that are unvested as of the Change in Control Date shall immediately vest in full as of the Change in Control Date and be settled within thirty (30) days of the Change in Control Date.

pursuant to this Section ‎3, if any, shall be subject, in a manner determined by the Committee, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your Award. Notwithstanding the provisions of this Section ‎3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this Section ‎3. Any fraction of a share will be rounded down to the nearest whole share.

(a)

Date of Issuance.

(a)

(b)

The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

Restrictive Legends. The shares of Stock issued under your Award shall be endorsed with appropriate legends, if applicable, as determined by the Company.

10.

Withholding Obligations.

(a)

(b)

Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any shares of Stock.

(c)

11.

12.

13.

14.

Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those of the Plan, the provisions of your Award will control. This Agreement shall be governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION SET FORTH IN THe PLAN.

15.

16.

17.

18.

19.

20.

21.

Miscellaneous.

(a)

(b)

You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)

(d)

This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)

* * *

This RSU Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.

Exhibit 99.1

www.e2open.com

Press Release

E2open Names Andrew Appel as New Chief Executive Officer

Proven, growth-focused enterprise software CEO assumes helm following interim leadership

AUSTIN, Texas – Feb. 14, 2024 – E2open Parent Holdings, Inc. (NYSE: ETWO), the connected supply chain SaaS platform with the largest multi-enterprise network, today announces the appointment of Andrew Appel as its new chief executive officer. Appel has served as e2open’s interim CEO since October, bringing over 25 years of executive leadership experience, most recently as president and CEO of software and business intelligence leader IRI for nearly a decade.

“On behalf of the board, I am pleased to welcome Andrew as e2open’s CEO,” said Chinh E. Chu, chairman of the e2open board of directors. “Andrew has demonstrated admirable leadership in prioritizing the key focus areas for the company, with a collaborative and strong customer-first approach. He is keenly focused on delivering value and accelerating impact for our clients, and we are excited about the early results under his leadership. After conducting a thorough executive search, we are confident that Andrew is the right person to lead the business forward. His business acumen combined with our talented executive team will lead e2open to achieve new levels of growth while creating expanded value for clients and shareholders alike.”

Appel is an accomplished business leader, CEO, and trusted advisor with extensive experience in the technology industry as well as proven expertise in business strategy, innovation, and growth. During his tenure at IRI (now Circana), a leading provider of big data, software, predictive analytics, and insights for the world’s top fast-moving consumer goods brands, retailers, and media companies, he oversaw the launch of multiple transformative initiatives that repositioned the company as the innovation and market leader. Prior to joining IRI, he served as chief revenue officer of Accretive Health, chief operating officer of Aon, and was a senior partner at McKinsey & Company. Appel was an active e2open advisory board member for more than a year before being named interim, and now permanent CEO.

"I am honored to assume the permanent leadership role at e2open,” said Appel. “During my tenure, I’ve gained a profound understanding of the invaluable impact e2open brings to companies managing the world's most intricate supply chains. We have a clear, unique, and significant opportunity to re-accelerate our company’s growth and make a tangible difference not only for our customers’ businesses, but also in the dynamic global supply chain software landscape, at a pivotal time when companies must navigate constant change with agility and efficiency. Our commitment is to empower our clients to build the most resilient, robust, sustainable, and connected supply chains of the future – businesses that can thrive in any environment. We will demonstrate transformative impact with integrated cloud-based technology, data, and networks that make e2open a leading, innovative organization in our space while redefining industry performance and surpassing client expectations. Leading the charge with the talented and collaborative people of e2open is a privilege.”

About e2open

E2open is the connected supply chain software platform that enables the world’s largest companies to transform the way they make, move, and sell goods and services. With the broadest cloud-native global platform purpose-built for modern supply chains, e2open connects more than 480,000 manufacturing, logistics, channel, and distribution partners as one multi-enterprise network tracking over 15 billion transactions annually. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste, and operate sustainably. Moving as one.™ Learn More: www.e2open.com.

E2open and “Moving as one.” are the registered trademarks of E2open, LLC. All other trademarks, registered trademarks and service marks are the property of their respective owners.

###

Contacts

Media Contact:

5W PR for e2open

e2open@5wpr.com

718.757.6144

Investor Relations Contact:

Dusty Buell

dusty.buell@e2open.com

investor.relations@e2open.com

Corporate Contact:

Kristin Seigworth

VP Communications, e2open

kristin.seigworth@e2open.com

pr@e2open.com

Cover	Feb. 08, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
Entity File Number	001-39272
Entity Registrant Name	E2open Parent Holdings, Inc.
Entity Central Index Key	0001800347
Entity Tax Identification Number	86-1874570
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9600 Great Hills Trail
Entity Address, Address Line Two	Suite 300E
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78759
City Area Code	866
Local Phone Number	432-6736
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ETWO
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	ETWO-WT
Security Exchange Name	NYSE