July 1, 2026
Matthew Bromberg
Via E-mail
Dear Matthew,
It is a pleasure to offer you the position of member of the board of directors (the “Board”) of Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”).
The Company is pleased to offer you the following:
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Member of the Board and, as determined in the sole discretion of the Board, member and/or chair of committees of the Board and/or the board of directors (or equivalent governing bodies) of any of the Company’s subsidiaries (and committees thereof). |
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Start Date: |
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As you may be aware, the Company is evaluating a possible initial public offering (“IPO”). Your position as a member of the Board will commence in connection with the pricing of the IPO. In the event the IPO does not occur, you and the Company will discuss and agree upon a start date in good faith. |
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Annual Retainer: |
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$125,000 per year payable in cash quarterly in arrears and pro-rated for any partial year of service. For the avoidance of doubt, there will be no additional fees paid on a “per meeting” basis. |
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Board Meetings; Expenses: |
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You will be expected to attend (in person or telephonically) all meetings of the Board and any committee of the Board on which you serve. You will be eligible for reimbursement for reasonable business expenses incurred in connection with your service on the Board, subject to any restrictions on such expenses set by the Company with respect to members of the Board and to reasonable substantiation and documentation for such expenses as may be specified by the Company from time to time. |
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Incentive Equity: |
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You will be eligible to participate in the Company’s equity incentive program as in effect from time to time. Following consummation of the IPO and the commencement of your role on the Board, we expect to grant you an initial award of restricted stock units (“RSUs”) with an aggregate grant date fair value equal to $125,000, which shall vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the regular annual meeting of stockholders of the public company that occurs in the year immediately following the year in which the grant date occurs, subject to your continued service through the applicable vesting date. In addition, subject to the completion of the IPO and pursuant to the terms any director compensation policy established by the Company, it is anticipated that you will receive annual equity awards during your service on the Board. Your initial equity award, in addition to any future equity awards, will be subject to final approval by the Company’s compensation committee or Board. These awards will be governed by the terms of the applicable equity incentive plan, award agreement(s) to be executed by you, and any other applicable governing documentation. |
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