Westrock Coffee Co

The Employment Agreement provides that Mr. Ford will serve as Chief Trade & Risk Officer. The term of the Employment Agreement is three years from the effective date of the agreement, subject to automatic annual one-year extensions beginning on the first anniversary of the effective date of the agreement, unless either party provides the other at least 180 days’ advance written notice of nonrenewal. Under the terms of the Employment Agreement, Mr. Ford is entitled to an annual base salary of no less than $500,000 and to participate in an annual bonus plan with a target annual bonus opportunity of 100% of his annual base salary. Mr. Ford is also eligible for long-term incentive equity awards and to participate in the employee benefit plans generally available to other senior executives of the Company.

In the event of Mr. Ford’s termination of employment without cause or for good reason, subject to his execution of a release of claims, the Employment Agreement provides for (a) a prorated target annual incentive award, payable in a lump sum, (b) a lump sum cash severance payment equal to the product of one (or, if the termination occurs within one year following a change in control of the Company, two) multiplied by each of his annual base salary and target annual incentive opportunity in effect for the fiscal year of the Company in which the termination occurs and (c) a cash payment equal to 125% of the full amount of premiums for health insurance continuation for one year (or, if the termination occurs within one year following a change in control of the Company, two years). In the event of Mr. Ford’s termination of employment due to death, disability or retirement (when the sum of his age and years of service equal at least 70, provided that he has attained at least age 55 with at least 10 years of service), he would be entitled to a prorated target annual incentive award for the year of termination. To the extent payments under the Employment Agreement would be subject to Section 280G of the Internal Revenue Code, as amended, they will be reduced if such reduction would result in a greater after-tax payment to Mr. Ford.

The agreement contains an inventions and patent assignment covenant, perpetual confidentiality and non-disparagement covenants and covenants concerning non-competition and non-solicitation of customers and employees, which apply for one year post-termination.

(b)None.