November 3, 2026
Tyler Duncan
Dear Tyler,
On behalf of Commerce.com US, Inc. (the “Company”; the parents, subsidiaries, affiliates and divisions of the Company, together with the Company, are defined as the “Company Group”), I am pleased to offer you a full-time, exempt position as Interim Chief Financial Officer reporting to Travis Hess, CEO. You will be provided a job description to outline basic responsibilities and expectations of your position, but the Company reserves the right to add, delete or modify your duties as needed. If you accept our offer of employment by complying with the instructions set forth in the last paragraph of this offer, your first day of your new role will be on November 13, 2026. The terms of this offer of employment are as follows:
At-Will Employment: In accepting our offer of employment, you certify your understanding that your employment will be on an at-will basis, and that neither you nor the Company has entered into a contract regarding the terms or the duration of your employment.
Compensation: Your compensation package details are included in the attached Exhibit A.
Equity: Subject to the approval of the Company’s Board of Directors or the Compensation Committee thereof, at the next regularly scheduled and administratively feasible board or committee meeting or board or committee action addressing employee equity following your start date, we will recommend that the Company grant you approximately 125,000 Commerce restricted stock units (“RSUs”). Your RSUs will vest over a 4-year period, provided you remain an employee of the Company at each vest date. All grant details, including the total number of RSUs awarded, vesting schedule and other terms and conditions, will be set forth in an equity award agreement between you and the Company, and your RSUs will be subject to the terms and conditions set forth in such award agreement and the equity plan under which the RSUs are granted. You will receive these documents at the time of grant. Your award will be conditioned on your employment through the date of grant and your execution and delivery to the Company of your equity award agreement.
Termination of Employment (Outside of a CIC): You or the Company may terminate your employment at any time during the course of your employment by giving the other party notice in writing. In the event of a termination of your employment by the Company without Cause (as defined in the Plan) or due to your resignation for Good Reason (as defined herein), in either case, more than three (3) months prior to or more than eighteen (18) months after, a Change in Control (as defined in the Plan), the Company shall pay you the following (collectively, the “Severance Benefits”):
(ii) an amount equal to six (6) months of the Company’s share of your, and your eligible dependents’, healthcare benefits premiums under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder based on your elections as in effect on the Termination Date, payable in
