Toby Johnson Black Rifle Coffee

be permitted to devote a reasonable amount of time and effort to (i) serving on governing boards of or otherwise assisting civic and charitable organizations, and (ii) investing and managing personal and family investments, but only to the extent that activities described in clauses (i) or (ii), individually or as a whole, do not (A) involve Executive’s active participation in the management of any corporation, partnership or other business entity, (B) involve an ownership interest in any customer or vendor of the Company unless approved in advance by written resolution of the Board, (C) interfere with the Executive’s duties to the Company, (D) involve an actual, perceived, or likely conflict of interest with Executive’ duties for the Company, or (E) otherwise violate any provision of this Agreement.

(b) Executive shall timely deliver monthly executive reports to the Board based on deadlines established by the Board.

(c) Executive shall comply in all material respects with all applicable laws, and all written policies, rules and regulations of the Company, including without limitation codes of conduct and any charter of the Board or any compensation committee of the Board (the “Committee”), as applicable. Additionally, and without limiting the foregoing, Executive shall be responsible for ensuring that: (i) no equity or rights to equity in the Company shall be issued, offered or granted without the express written approval of the Committee or Board and within the parameters of any approval matrix adopted by them; (ii) no bonus or bonus plan is awarded, promised or adopted by the Company or any subsidiary without the express written approval of the Committee or the Board; (iii) no bonus based upon financial results is paid until the Company’s audit for the subject fiscal year has been completed to the satisfaction of the Committee or Board; (iv) members of the Board have full and unfettered access to the Company’s chief financial officer and financial records; and (v) the Company or any subsidiary does not conduct business with any family member or close personal friend of Executive, or any affiliate or entity of such individual, without the express written approval of the Board. Upon request, Executive shall provide the Committee or the Board with a sworn certification verifying compliance with these responsibilities.

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ARTICLE II

COMPENSATION

2.1 Base Salary. The Company shall pay Executive an annual base salary of Three Hundred Fifty Thousand Dollars ($350,000) (the “Base Salary”), annualized, less applicable taxes and withholdings, payable ratably in accordance with the general payroll practices of the Company. The Committee may review Executive’s Base Salary annually.

2.2 Bonus.

(a) Incentive Bonus. During the Employment Term, Executive shall be eligible to participate in BRCC’s Annual Incentive Plan, as modified from time to time by BRCC in its business judgment, or any successor bonus plan (the “Annual Bonus”), with a target bonus of one hundred percent (100%) of Executive’s Base Salary, subject to the achievement of goals established by the Committee or the Board, as applicable. The Board shall have the sole discretion to determine if the goals have been attained and what percentage of Base Salary, if any, will be paid in bonus. Executive acknowledges that no bonus shall be earned or accrued until the Bonus Payment Date (as defined below) and provided that Executive remains continuously employed by the Company through and including the Bonus Payment Date. Because the Commencement Date is not the first day of a fiscal year, the Annual Bonus for the 2021 fiscal year of the Company shall be pro-rated to reflect the number of months worked by Executive in the 2021 fiscal year. The Annual Bonus shall be paid as soon as practicable after the Bonus Determination Date, but in no event later than March 31 of the fiscal year following the fiscal year for which the Annual Bonus relates (the “Bonus Payment Date”).

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