EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made and entered into as of 1st of January 2021 (the “Effective Date”), by and between Christian Seem (“Executive”) and Access Car Wash Holdings, LLC, a Delaware limited liability company (the “Company”).

WHEREAS, the Company desires to employ Executive on the terms and conditions set forth herein, and Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:

Term. Executive’s employment hereunder shall be effective as of the Effective Date and shall continue until the second anniversary thereof, unless terminated earlier pursuant to Section 4 of this Agreement; provided that, on the second anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least thirty (30) days’ prior to the applicable Renewal Date. The period during which Executive is employed by the Company hereunder, is hereinafter referred to as the “Employment Term.” If the Employment Term ends pursuant to a written notice of intention not to extend the term of the Agreement as set forth in this Section 1, the last day of the Employment Term is the “Expiration Date.”
Position and Duties.
1. Position. During the Employment Term, Executive shall serve as the “Chief Operating Officer” of the Company, reporting to the Manager of the Company (the “Manager”) or other executive as designated by the Manager. In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Manager, which duties, authority and responsibility are consistent with Executive’s position.
2. Duties. During the Employment Term, Executive shall devote substantially all of his business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise that would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Manager. Notwithstanding the foregoing, Executive shall be permitted to devote a reasonable amount of time and effort to (a) serving on governing boards of or otherwise assisting civic and charitable organizations, and (b) holding and managing personal and family investments, but only to the extent that activities described in clauses (a) or (b), individually or as a whole, do not (i) involve Executive’s active participation in the management of any corporation, partnership or other business entity (other than any of the foregoing formed solely to hold and manage personal and family investments), (ii) involve an ownership interest in any customer or vendor of the Company or any of its subsidiaries unless approved in advance by the Manager, (iii) interfere with Executive’s duties to the Company, or (iv) otherwise violate any provision of this Agreement. Executive shall be entitled to serve on the board of directors or other managing body of one or more for-profit entities; provided that (x) such entity is not competing and could not reasonably be expected to compete with the Company and its subsidiaries and (y) Executive secures the prior written approval of the Manager.
Compensation.
1. Base Salary. The Company shall pay Executive an annual base salary of $275,000.00 during the Employment Term, payable in bi-weekly or monthly installments in accordance with the Company’s customary payroll practices. Executive’s base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.”
2. Annual Bonus. For each fiscal year of the Employment Term, Executive may be eligible to receive an annual bonus (the “Annual Bonus”) in an amount initially targeted to be 40% of Base Salary, based on achievement of annual target performance goals of the Company and Executive established by the Manager. Notwithstanding the foregoing, the decision to award any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Manager. The Annual Bonus, if any, will be paid during the fiscal year immediately following the applicable fiscal year and in no event later than fifteen (15) days following the date the Company’s annual audit for the applicable fiscal year has been finalized and delivered. The Annual Bonus will be subject to the terms of any Company annual bonus plan under which it is granted. Executive must be employed at the time of award of the Annual Bonus in order to be eligible to receive the Annual Bonus.
3. Fringe Benefits and Perquisites. During the Employment Term, Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company.
4. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis that is no less favorable than is provided to other similarly situated employees of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.
5. Vacation; Paid Time-off. During the Employment Term, Executive shall be entitled to fifteen (15) paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. Executive shall receive other paid time-off in accordance with the Company’s policies for similarly situated employees as such policies may exist from time to time.
6. Business Expenses. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.
Termination of Employment. The Employment Term and Executive’s employment hereunder may be terminated by either the Company or Executive at any time and for any reason. Upon termination of Executive’s employment during the Employment Term, Executive shall be entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation or any other benefits from the Company or any of its Affiliates. “Affiliate” means, in respect of any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or other entity.
1. Failure to Renew by Executive; Termination for Cause or Without Good Reason.
  1. The Employment Term and Executive’s employment hereunder will be terminated on the Expiration Date if Executive provides notice of his intention not to extend the Employment Term in accordance with Section 1 and Executive’s employment hereunder may be terminated by the Company for Cause or by Executive without Good Reason at any time prior to the Expiration Date. If Executive’s employment is terminated by the Company for Cause, by Executive without Good Reason, or upon the Expiration Date if Executive provides notice of his intention not to extend the Employment Term in accordance with Section 1, Executive shall be entitled to receive:
    1. any accrued but unpaid Base Salary and accrued but unused vacation, which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;
    2. reimbursement for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and
    3. such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Employee Benefit Plans as of the Termination Date; provided that, in no event shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Sections 4.1(a)(i) through 4.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”.
  2. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful refusal, failure or neglect to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness) or Executive’s incompetence when performing those duties; (ii) Executive’s failure to comply with any valid and legal directive of the Manager; (iii) Executive’s engagement in dishonesty, illegal conduct or gross misconduct; (iv) Executive’s embezzlement, misappropriation or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (vi) Executive’s willful violation of a written policy of the Company or any of subsidiary of the Company as in effect from time to time during the Employment Term; (vii) Executive’s unauthorized disclosure of Confidential Information (as defined below); or (viii) Executive’s willful breach of any obligation under this Agreement or any other written agreement between Executive and the Company.
  3. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without Executive’s written consent: (i) a material reduction in Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; or (ii) any material breach by the Company of any material provision of this Agreement.
  4. Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is delivered to the Company to cure such circumstances.
2. Failure to Renew by Company; Termination Without Cause or for Good Reason. The Employment Term and Executive’s employment hereunder will be terminated on the Expiration Date if the Company provides notice of its intention not to extend the Employment Term in accordance with Section 1 and the Employment Term may be terminated by Executive for Good Reason or by the Company without Cause at any time prior to the Expiration Date. If the Employment Term is terminated by Executive for Good Reason, by the Company without Cause, or upon the Expiration Date if the Company provides notice of its intention not to extend the Employment Term in accordance with Section 1, Executive shall be entitled to receive the Accrued Amounts and, if the Executive complies with Section 5, Section 6, Section 7 and Section 8 of this Agreement and he executes a severance agreement containing a release of claims in favor of the Company, its Affiliates and their respective officers, directors, and managers in a form provided by the Company (the “Release”) within sixty (60) days following the Termination Date, Executive shall be entitled to receive a lump sum payment equal to six (6) months of the Base Salary then being paid to Executive under this Agreement as of the Termination Date.
3. Death or Disability.
  1. Executive’s employment hereunder shall terminate automatically upon Executive’s death during the Employment Term, and the Company may terminate Executive’s employment on account of Executive’s Disability.
  2. If Executive’s employment is terminated during the Employment Term on account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts.
  3. Notwithstanding any other provision contained herein, all payments made in connection with Executive’s Disability shall be provided in a manner which is consistent with federal and state law.
  4. For purposes of this Agreement, “Disability” shall mean Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement.
4. Notice of Termination. Any termination of Executive’s employment hereunder by the Company or by Executive during the Employment Term (other than termination pursuant to Section 4.3 on account of Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 24. The Notice of Termination shall specify: (a) the termination provision of this Agreement relied upon; (b) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and (c) the applicable Termination Date.
5. Termination Date. Executive’s Termination Date shall be:
  1. If Executive’s employment hereunder terminates on account of Executive’s death, the date of Executive’s death;
  2. If Executive’s employment hereunder is terminated on account of Executive’s Disability, the date that it is determined that Executive has a Disability;
  3. If the Company terminates Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to Executive;
  4. If the Company terminates Executive’s employment hereunder without Cause, the date specified in the Notice of Termination;
  5. If Executive terminates his employment hereunder with or without Good Reason, the date specified in Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of such notice period for no consideration by giving written notice to Executive and, for all purposes of this Agreement, Executive’s Termination Date shall be the date determined by the Company; and
  6. If Executive’s employment hereunder terminates on the Expiration Date, the Expiration Date.

Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which Executive incurs a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (hereafter, “Section 409A”).

Resignation of All Other Positions. Upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or member of the board of managers or directors (or a committee thereof) of the Company or any of its Affiliates.

Cooperation. The parties agree that certain matters in which Executive will be involved during the Employment Term may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, Executive shall cooperate with the Company in connection with matters arising out of Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of Executive’s other activities. The Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in fulfilling Executive’s obligations under this Section 5. If Executive’s cooperation under this Section 5 requires more than periodic telephone assistance, the Company shall compensate Executive on an hourly basis at the hourly rate the Executive received as of the Termination Date.
Confidential Information. Executive understands and acknowledges that, during the Employment Term, he will have access to and learn about Confidential Information, as defined below.
1. Confidential Information Defined.
  1. Definition. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company, its Affiliates, or their respective businesses or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company or its Affiliates in confidence. Executive understands that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as if the Company furnished the same Confidential Information to Executive in the first instance. Confidential Information shall not include information that is or becomes generally available to and known by the public through no direct or indirect fault of Executive or person(s) acting at Executive’s direction.
  2. Company Creation and Use of Confidential Information. Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the Company Business. For purposes of this Agreement, “Company Business” means (i) purchase, development, ownership, and management of car washes, gas stations, convenience stores, oil and lube service providers, and any other businesses ancillary to such car washes, (ii) any other business the Company or its subsidiaries are engaged in on the Termination Date, and (iii) any other business that the Company or any of its subsidiaries takes material steps towards during the Employment Term. Executive understands and acknowledges that as a result of these efforts, the Company (including its subsidiaries) has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.
  3. Disclosure and Use Restrictions.
    1. Executive agrees and covenants: (A) to treat all Confidential Information as strictly confidential; (B) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company and its subsidiaries) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and is subsidiaries and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of Executive’s authorized employment duties to the Company or with the prior consent of the Manager in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (C) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of the Company and its subsidiaries, except as required in the performance of Executive’s authorized employment duties to the Company or with the prior consent of the Manager in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Executive shall promptly provide written notice of any such order to the Manager.
    2. Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Executive first having access to such Confidential Information (whether before or after he begins employment by the Company) and shall continue during and after his employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of Executive’s breach of this Agreement or breach by those acting in concert with Executive or on Executive’s behalf.
Restrictive Covenants.
1. Acknowledgment. Executive understands that the nature of Executive’s position gives him access to and knowledge of Confidential Information and places him in a position of trust and confidence with the Company. Executive further understands and acknowledges that, to ensure that the Company retains its value and goodwill, Executive must not use Confidential Information, special knowledge of the Company Business, or the Company’s relationships with its employees, customers, suppliers, vendors, service providers or other material business partners, all of which Executive will gain access through Executive’s employment with the Company, other than in furtherance of Executive’s legitimate job duties. Executive further acknowledges that (a) the Company and its subsidiaries are currently engaged in the Company Business, (b) the Company Business is highly competitive and the services to be performed by Executive for the Company are unique and national in nature, (c) Executive will occupy a position of trust and confidence with the Company and will acquire an intimate knowledge of Confidential Information and the Company’s relationships with its employees, customers, suppliers, vendors, service providers or other material business partners, (d) the covenants contained in this Section 7 are essential to protect the Company, the Confidential Information, and the goodwill of the Company and are being entered into in consideration for the various rights being granted to Executive under this Agreement, (e) the Company and its subsidiaries would be irreparably damaged if Executive were to disclose the Confidential Information or provide services to any person or entity in violation of the provisions of this Agreement, (f) the scope and duration of the covenants set forth in this Section 7 are reasonably designed to protect a protectable interest of the Company and its subsidiaries and are not excessive in light of the circumstances, and (g) Executive has the means to support himself and his dependents other than by engaging in the activities prohibited by this Section 7.
2. Non-competition.
  1. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Executive, during the Employment Term and for the twenty-four (24) month period thereafter, to run consecutively, beginning on the Termination Date (the “Restricted Period”), Executive agrees and covenants not to engage in Prohibited Activity within the United States. For purposes of this Section 7, “Prohibited Activity” is activity in which Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the Company Business.
  2. Nothing herein shall prohibit Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such corporation.
  3. This Section 7 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Executive shall promptly provide written notice of any such order to the Manager.
3. Non-solicitation.
  1. During the Restricted Period, to run consecutively, beginning on the Termination Date (regardless of the reason for termination), Executive shall not, directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any person who is or was employed by the Company or any of its Affiliates at any time within six (6) months prior to the solicitation or hire.
  2. During the Restricted Period, to run consecutively, beginning on the Termination Date (regardless of the reason for termination), Executive shall not (other than in furtherance of Executive’s legitimate job duties on behalf of the Company), directly or indirectly, (i) solicit any customer, supplier, vendor, service provider (other than consultants, auditors, insurance brokers, and third party diligence providers), or other material business partner of the Company or any of its subsidiaries with whom Executive interacted during the last two (2) years of Executive’s employment in an effort to further a business relationship with the Company or any of its subsidiaries, or (ii) otherwise interfere with the relationship between the Company or its subsidiaries and any such customer, supplier, vendor, service provider, or other material business partner of the Company or its subsidiaries. Notwithstanding the foregoing, Executive shall not be prohibited from soliciting any person or entity for the purpose of selling such person or entity products or services wholly unrelated to the Company Business so long as Executive complies in all respects with this Section 7.
Non-disparagement.
1. Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, its Affiliates or their respective businesses, or any of their employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.
2. This Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Executive shall promptly provide written notice of any such order to the Manager.
Acknowledgement. Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character; that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company and its subsidiaries. Executive further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Section 6, Section 7 and Section 8 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to undue hardship by reason of his full compliance with the terms and conditions of Section 6, Section 7 and Section 8 of this Agreement or the Company’s enforcement thereof.
Remedies. In the event of a breach or threatened breach by Executive of Section 6, Section 7 or Section 8 of this Agreement, Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
Proprietary Rights.
1. Work Product. Executive acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Executive individually or jointly with others during the period of his employment by the Company and relating in any way to the business or contemplated business, research or development of the Company or any of its subsidiaries (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.
2. Work Made for Hire; Assignment. Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, Executive hereby irrevocably assigns to the Company, for no additional consideration, Executive’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.
3. Further Assurances; Power of Attorney. During and after his employment, Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect and transfer to the Company the Work Product as well as an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be requested by the Company. Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on Executive’s behalf in his name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by Executive’s subsequent incapacity.
4. No License. Executive understands that this Agreement does not, and shall not be construed to, grant Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software or other tools made available to him by the Company.
Security and Access. Executive agrees and covenants (a) to comply with all Company and its subsidiaries security policies and procedures as in force from time to time; (b) not to access or use any facilities and information technology resources except as authorized by the Company; and (c) not to access or use any facilities and information technology resources in any manner after the termination of Executive’s employment by the Company, whether termination is voluntary or involuntary. Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering with any facilities and information technology access resources or other Company (or subsidiary) property or materials by others.
Exit Obligations. Upon (a) voluntary or involuntary termination of Executive’s employment or (b) the Company’s request at any time during Executive’s employment, Executive shall (i) provide or return to the Company any and all Company property and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of Executive, whether they were provided to Executive by the Company or any of its business associates or created by Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in Executive’s possession or control.
Governing Law. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Maryland without regard to conflicts of law principles.
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
Counterparts. This Agreement may be executed in separate counterparts, and by PDF, facsimile, or other electronic signature each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Tolling. Should a court of competent jurisdiction conclusively determine that Executive violated any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which Executive ceases to be in violation of such obligation.
Section 409A.
1. General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.
2. Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:
  1. the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;
  2. any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and
  3. any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
Notification to Subsequent Employer. When Executive’s employment with the Company terminates, Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement.
Successors and Assigns. This Agreement is personal to Executive and shall not be assigned by Executive. Any purported assignment by Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.
Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Access Car Wash Holdings, LLC

c/o Access Holdings I GP L.P.

6 E. Eager Street

Baltimore, Maryland 21202

With a copy (which shall not be deemed notice) to each of:

Christopher R. Johnson

c/o Miles & Stockbridge P.C.

100 Light Street

Baltimore, Maryland 21202

If to Executive:

Christian Seem

[Address]

Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.
Acknowledgment of Full Understanding. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[SIGNATURE PAGE FOLLOWS]

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

Access Car Wash Holdings, LLC

By: Access Holdings I GP L.P., its Manager

By: Access Holdings GP Company, its General Partner

By:_By: _____________________

Name: Kevin F. McAllister

Title: Director

	EXECUTIVE
	Signature: _____________________ Print Name:

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EXECUTIVE EMPLOYMENT AGREEMENT

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