Exhibit 10.1
December 19, 2023
Brett White
Via email
Dear Brett:
This letter sets forth the terms of your continued
service to Cushman & Wakefield plc (together with its subsidiaries, the Company) as Executive Chairman of the Board of Directors of the Company (the Board), effective as of January 1, 2024, pending full Board
approval.
COMPENSATION1; EXPENSES
During your service on the Board as its Executive Chairman, the Company shall compensate you for your service at a rate equivalent to $480,000 per year, less
appropriate withholdings and deductions, in accordance with the Companys regular payroll practices, and pro-rated for any partial year of service. In the event you transition from Executive Chairman of
the Board to non-Executive Chairman and remain on the Board, you shall be entitled to receive the following for your service as non-Executive Chairman: (a) the
annual cash retainers for Board and committee service, as applicable, pro-rated for any partial year of service and a pro-rated annual equity award, in each case,
in such amounts and on such terms as are provided to the non-employee directors of the Board under the Companys director compensation program2, as in
effect from time to time, (b) an additional annual cash retainer of $100,000 solely in respect of your service as non-Executive Chairman of the Board and pro-rated
for any partial year of service, and (c) an additional pro-rated award of RSUs solely in respect of your service as non-Executive Chairman of the Board with a grant
date value of $100,000, on terms consistent with those applicable to the annual RSU award granted to the non-employee directors of the Board under the Companys
non-employee director compensation program. Except as provided in this paragraph, you will not be eligible for any further base salary, annual bonus, severance benefits or other cash or equity incentive
compensation.
In the event you transition from Executive Chairman of the Board to a non-employee director of the
Board, you shall only be entitled to receive the annual cash retainers for Board and committee service, as applicable, pro-rated for any partial year of service and a
pro-rated annual equity award, in each case, in such amounts and on such terms as are provided to the non-employee directors of the Board under the Companys
director compensation program, as in effect from time to time. Except as provided in this paragraph, you will not be eligible for any base salary, annual bonus, severance benefits or other cash or equity incentive compensation.
During your service to the Company, you will be reimbursed for all reasonable business expenses incurred by you in the course of performing your services to
the Company, subject to the Companys policies in effect from time to time.
EQUITY AWARDS
The equity awards described above are subject in all respects to approval by the Board and the terms and conditions of the applicable equity incentive plan and
award agreement pursuant to which the awards are granted, which terms will govern and prevail. The Company reserves the right to change the terms of these awards and the applicable equity incentive plan in accordance with its terms.
STATUS; EMPLOYMENT AT-WILL
During your service on the Board as Executive Chairman, you will be considered an employee of the Company. At all times, your employment with the Company will
remain at-will and may be terminated by either you or the Company at any time, with or without notice and for any or no reason (such date, the Transition Date). Immediately following the
1 |
Appendix 1 summarizes the compensation for service as Executive Chairman and any potential transition to non-Executive Chairman or non-employee director. |
2 |
Currently, the program provides for an annual cash retainer of $100,000 for service as a member of the Board
and a pro-rated annual award of restricted stock units (RSUs) with a grant date value of $180,000. |