BrightView Holdings, Inc. (Form: 8-K, Received: 05/04/2023 06:28:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported): May 4, 2023

BrightView Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38579

46-4190788

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

980 Jolly Road

Blue Bell, Pennsylvania 19422

(484) 567-7204

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		BV		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2023, BrightView Holdings, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) and Andrew V. Masterman had mutually agreed that Mr. Masterman would resign from his position as President and Chief Executive Officer of the Company and resign as a member of the Board, effective as of the close of business on May 31, 2023 (the “separation date”).

The Board appointed James R. Abrahamson, an independent member of the Board, to serve as interim President and Chief Executive Officer, effective as of June 1, 2023. The Board is working to identify a permanent CEO and has retained a nationally recognized executive search firm to assist in the process. In connection with his appointment as interim President and Chief Executive Officer, Mr. Abrahamson stepped down from the Audit Committee and the Compensation Committee of the Board.

Mr. Abrahamson previously served as CEO and as Chairman of Interstate Hotels & Resorts, the leading global hotel management company with a portfolio of approximately 500 hotels and 30,000 employees from June 2011 until its sale to Aimbridge Hospitality in October 2019. Prior to joining Interstate, Mr. Abrahamson held senior leadership positions with InterContinental Hotels Group, Hyatt Corporation, Marcus Corporation and Hilton Worldwide. Mr. Abrahamson presently serves in public company and private company board roles, which, in addition to BrightView, include currently serving as Independent Board Chair of VICI Properties, Inc. (NYSE: VICI), a leading REIT comprised of large-scale experiential focused destination resort and gaming facilities since its inception in 2017, as well as several other private company boards. He has also previously served on public company boards including as an independent director of CorePoint Lodging Inc., an independent director of LaQuinta Holdings and an executive director of the board of Intercontinental Hotels Group. He holds a degree in Business Administration from the University of Minnesota. Mr. Abrahamson has been a director of the Company since 2015.

Consulting and Separation Agreement with Mr. Masterman

In connection with Mr. Masterman’s departure, Mr. Masterman and BrightView Landscapes, LLC (the “Employer”) entered into a Consulting and Separation Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, commencing upon the date immediately following the separation date, Mr. Masterman will provide one month of consulting and advisory services to the Company in exchange for a consulting fee of $79,166.

Under the Separation Agreement and, as Mr. Masterman’s separation from the Company is deemed to be a termination “without cause” thereunder, consistent with the terms of his employment letter agreement with the Employer dated as of July 2, 2018 and, subject to the execution of an effective release of claims in favor of the Company and its subsidiaries contained in the Separation Agreement, Mr. Masterman will receive (i) continued payment of his base salary ($950,000), over the 12-month period following the separation date, (ii) a full year annual bonus based on actual performance for the fiscal year in which the termination occurs, payable when annual bonuses are generally paid to other executives for such year (and in lieu of the pro-rated bonus provided for under his employment agreement), (iii) up to 18 months of COBRA premium reimbursement equal to the employer portion of such premium, and (iv) up to $7,500 for outplacement services. In connection with his separation, Mr. Masterman will forfeit all unvested equity awards, other than 223,739 time-vesting RSUs scheduled to vest in accordance with their terms in November, 2023, subject to Mr. Masterman’s continued compliance with any restrictive covenants he is subject to through such vesting dates.

The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Agreement with Mr. Abrahamson

In connection with Mr. Abrahamson’s appointment as interim Chief Executive Officer, the Company entered into an Interim Chief Executive Officer Agreement (the “Interim CEO Agreement”). Pursuant to the Interim CEO Agreement, Mr. Abrahamson will be entitled to receive: (i) a monthly base salary of $100,000 ($1,200,000 annualized) during his term of service as interim Chief Executive Officer; (ii) covered housing and travel expenses in the Blue Bell area during his term of service as interim Chief Executive Officer; and (iii) a grant of restricted stock units with a value equal to $1,200,000 that vests in full on the date immediately prior to the commencement of employment of a permanent Chief Executive Officer or such earlier date on which a change in control occurs or Mr. Abrahamson’s employment is terminated without cause or due to death or permanent disability.

The foregoing description of the Interim CEO Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Interim CEO Agreement attached hereto as Exhibit 10.2, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On May 4, 2023, the Company issued a press release (furnished herewith as Exhibit 99.1) announcing the departure of Mr. Masterman and the appointment of Mr. Abrahamson as interim Chief Executive Officer.

This information is furnished pursuant to Item 7.01 of Form 8-K. The information in this Item 7.01 and in Exhibit 99.1 hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended. The furnishing of the information in Item 7.01 is not intended to, and does not constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available..

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Consulting and Separation Agreement, dated as of May 3, 2023, by and between Andrew V. Masterman and BrightView Landscapes, LLC
10.2		Interim Chief Executive Officer Agreement, dated as of May 3, 2023, by and between James R. Abrahamson and BrightView Holdings, Inc.
99.1		Press release of BrightView Holdings, Inc., dated May 4, 2023.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BrightView Holdings, Inc.

Date: May 4, 2023	By:	/s/ Jonathan M. Gottsegen
	Name:	Jonathan M. Gottsegen
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 10.1

CONSULTING AND SEPARATION AGREEMENT

This Consulting and Separation Agreement (this “Agreement”), dated as of May 3, 2023 (the “Execution Date”), is made by and among BrightView Landscapes, LLC (the “Company”), Andrew V. Masterman (“Executive”), and, solely for purposes of Sections 1(C) and (G), BrightView Holdings, Inc. (“Parent”).

WHEREAS, Executive is currently employed with the Company pursuant to the terms of an employment letter agreement dated as of July 2, 2018 (the “Employment Letter”); and

WHEREAS, Executive and the Company have mutually agreed that Executive’s employment with the Company will terminate effective as of the Termination Date (as defined below) and that prior to the Termination Date, Executive will remain employed by the Company pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the recitals, promises, and other good and valuable consideration specified herein, the receipt and sufficiency of which is hereby acknowledged, Executive and the Company hereby agree as follows:

Termination of Employment; Severance Payments; Consulting Period.

Termination Date and Termination of Employment. Executive’s employment with the Company will terminate effective as of May 31, 2023 (the “Termination Date”). For the avoidance of doubt, the Company acknowledges and agrees that the Company is not terminating Executive’s employment for Cause as defined in Section 2(d) of the Employment Letter. Effective as of the Termination Date, Executive’s service as a member of the Company’s board of directors (the “Board”) and any other position as an officer or director with the Company and any of the Company’s affiliates shall terminate. Executive acknowledges and agrees that Executive shall execute any necessary documents to effectuate the foregoing.

Severance Payment; Severance Entitlements. In connection with Executive’s termination of employment on the Termination Date, Executive will be entitled to (i) any accrued but unpaid base salary through the Termination Date, (ii) unused but accrued vacation as of the Termination Date in accordance with company policy, (iii) any unpaid or unreimbursed business expenses incurred as of the Termination Date in accordance with company policy, and (iv) any benefits as provided under the terms of any employee benefit plan of the Company, Parent and each of the Company’s and Parent’s subsidiaries (collectively, the “Company Group”) (excluding any employee benefit plan providing severance or similar benefits) (collectively, the “Accrued Obligations”), in each case, in accordance with the terms of such plan and applicable law. In addition, in accordance with Section 2(e) of the Employment Letter and this Section 1(B), Executive shall also be provided with: (w) cash severance (the “Severance Payments”) equal to $950,000 (one times (1x) Executive’s current annual base salary), which Severance Payments shall be payable in accordance with the Company’s usual payroll practices in equal installments over the 12-month period following the Termination Date (the “Severance Period”), with the first such installment to be paid on the first payroll date after the seven day revocation period described in Section 2(D) has expired without Executive revoking this Agreement; (x) Executive’s entire annual bonus for the fiscal year ending September 2023 based on the Company’s actual achievement of applicable performance metrics, which bonus shall be paid to Executive at such time as bonuses are paid to other senior executives of the Company with respect to such fiscal year; (y) if Executive and any of Executive’s eligible dependents, in each case, who participate in the Company’s medical plan as of the date of termination, timely elect COBRA coverage under such plan, the Company shall pay directly, or reimburse Executive for, a portion of such COBRA premiums (on a monthly basis) equal to the employer portion of the premium for active employees for an additional period equal to the lesser of (I) eighteen (18) months following the Termination Date and (II) the date on which Executive becomes eligible for coverage under the medical plan of a subsequent employer with respect to the corresponding benefit provided hereunder; and (z) the Company shall provide outplacement services for a period of twelve (12) months following the Termination Date, at a level commensurate with Executive’s position and in accordance with the Company’s practices, in an amount not to exceed $7,500. The payment(s) and other benefits provided pursuant to this Section 1(B) are being made in full discharge of any and all liabilities and obligations of the Company Group to Executive, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under the Employment Letter, and any other alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Executive and the Company.

Continued Vesting of Certain Unvested Equity Awards; Forfeiture of All Other Unvested Equity Awards on Execution Date. Other than as provided in this Section 1(C), all unvested restricted stock units (“RSUs”), stock options (“Options”) that are unvested, and unvested performance stock units with respect to shares of Parent’s common stock held by Executive on the Execution Date are hereby forfeited without consideration paid therefore effective as of the Execution Date, provided that 162,777, 27,213, and 33,748 time-vesting RSUs that are scheduled to vest on November 18, 19, and 22, 2023, respectively (the “Vesting Dates” and such RSUs the “Remaining Awards”), shall remain outstanding and eligible to vest on the Vesting Dates (except as provided in Section 1(G) of this Agreement), subject to Executive’s (i) continued compliance with this Agreement and any restrictive covenants Executive is a party to with any member of the Company Group and (ii) execution and non-revocation of this Agreement and a bring-down release (attached as Exhibit A hereto) on or immediately following the Termination Date. The post-termination exercise period for any vested Option will commence on the date on which Executive’s employment with the Company terminates (including any such date of termination that precedes the Termination Date) and end on the 90^th day following such date of termination. Executive’s participation in the Company’s Executive Savings Plan shall terminate as of the Termination Date and Executive shall receive a refund of his account balance thereunder in accordance with the applicable terms of the Executive Savings Plan.

Consulting Period; Consulting Services. During the one (1)-month period commencing on the day immediately following the Termination Date, subject to Executive’s execution and non-revocation of a bring-down release on or immediately following the Termination Date, Executive agrees to serve in good faith as a non-employee consultant for the Company on the terms and subject to the conditions of this Section 1 (such period, the “Consulting Period” and the final date of such period, the “Consulting Period Termination Date”). During the Consulting Period, Executive shall, from time to time, engage in those consulting services and activities as reasonably requested by the Board or Interim Chief Executive Officer (the “Interim CEO”) in the Board’s or Interim CEO’s reasonable discretion (such services and activities, the “Consulting Services”), and Executive agrees to be reasonably available for such purpose, at such times and places as mutually agreed upon by Executive and the Board or Interim CEO. Executive acknowledges and agrees that the Consulting Services will be of an advisory nature only and that Executive will have no power of decision with respect to any matters which are the subject of the Consulting Services and will not have any responsibility in connection with the active management of the Company.

Consulting Fee. In exchange for Executive’s provision of the Consulting Services, Executive shall be paid a consulting fee equal to one (1) month of Executive’s current annual salary (i.e., $79,166) (the “Consulting Fee”). The Consulting Fee shall be paid to Executive by the Company in equal biweekly installments during the Consulting Period. In addition, the Company shall reimburse Executive for all out-of-pocket expenses reasonably incurred by Executive in performing the Consulting Services; provided, that such expenses are incurred with the prior approval of the Company, and Executive provides the Company with an itemized invoice of the expenses incurred.

Acknowledgements; Authority. Executive acknowledges that, as a consultant during the Consulting Period, Executive shall be an independent contractor and, by virtue of Executive being an independent contractor, shall not be eligible to actively participate in or accrue benefits under any employee benefit plan or program offered by the Company to its employees; provided, that subject to the terms of this Agreement, Executive shall continue to receive the benefits set forth in Section 1 hereof. Executive and the Company further agree that, during the Consulting Period, Executive shall be an independent contractor for purposes of all federal, state and local laws governing worker’s compensation insurance. In performing the Consulting Services, Executive shall have no authority to act as an agent of the Company, except on authority specifically so delegated in writing, and Executive shall not represent to the contrary to any person, and shall only consult, render advice and perform such tasks as Executive deems necessary to achieve the results specified by the Company.

Termination Prior to the Consulting Period Termination Date. If the Company terminates Executive’s employment or service to the Company prior to the Consulting Period Termination Date, assuming Executive has not revoked this Agreement or the bring-down release, Executive will be entitled to the benefits enumerated in Section 1(B) of this Agreement and the Consulting Fee; provided, however, that if the termination of Executive’s employment or service during such period by the Company is a termination for Cause as defined in Section 2(d) of the Employment Letter, Executive shall only be entitled to the Accrued Obligations. If Executive voluntarily terminates Executive’s services to the Company prior to the expiration of the Consulting Period, Executive shall not be entitled to any unpaid portion of the Consulting Fee, but, for the avoidance of doubt, upon such termination (i) Executive shall be entitled to the benefits enumerated in Section 1(B), (ii) the Remaining Awards shall continue to vest as provided in Section 1(C), (iii) Executive shall not forfeit his vested Options, and (iv) the release in Section 2 will remain in full force and effect.

Taxes. Executive shall be responsible for the payment of any and all required federal, state, local and foreign taxes incurred, or to be incurred, in connection with any amounts payable, or benefits provided, to Executive under the Agreement. Notwithstanding any other provision of the Agreement, the Company may withhold from amounts payable under the Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws and regulations with respect to any amounts payable, or benefits provided, to Executive under the Agreement and report on any applicable federal, state, local or foreign tax reporting form any income to Executive determined by the Company as resulting from such amounts payable or benefits provided hereunder; provided, that the Company shall not withhold such amounts from the Consulting Fee or any other payments due solely as a result of Executive providing non-employee services to the Company Group.

Satisfaction of Claims. The receipt and satisfaction of the payment obligations described in this Section 1 is acknowledged as full and final payment, accord and satisfaction of any and all potential claims described in Section 2 of this Agreement against the Company Releasees (as defined below), except for those claims not being released by Executive under Section 2.

Release of Claims.

For and in consideration of the entitlements and payments described in Section 1 of this Agreement and the right to perform Consulting Services described in Section 1 of this Agreement, Executive hereby agrees on behalf of himself, his agents, assignees, attorneys, successors, assigns, heirs and executors, to, and Executive does hereby, fully and completely forever release the Company Group and its past, current and future affiliates, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries, in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or his agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Agreement is signed by Executive, including, without limitation, in connection with or in relationship to Executive’s employment or other service relationship with the Company, and any applicable employment, compensatory or equity arrangement with the Company (including, without limitation, the Employment Letter), any claims of breach of contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national origin, race, age, sex, sexual orientation, disability, medical condition or other discrimination or harassment, (such released claims are collectively referred to herein as the “Released Claims”); provided, that, Executive does not waive or release (i) any claims with respect to the right to enforce this Agreement or as a shareholder in Parent or the holder of vested Options under the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan, (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company or any of its affiliates, (iii) any rights Executive may have for indemnification (including advancement of expenses) from Parent, the Company or any of its affiliates and coverage under that July 2, 2018 Indemnification Agreement between Parent and Executive, Parent’s bylaws, as amended from time to time, the Company’s operating agreement, as amended from time to time, and any applicable insurance including directors’ and officers’ liability insurance policies, and (iv) any claims that may not be waived by law.

Notwithstanding the generality of Section 2(A) above, the Released Claims include, without limitation, (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act or the Pennsylvania Human Relations Act, all as amended, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (b) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

THIS MEANS THAT, BY SIGNING THIS AGREEMENT, EXECUTIVE WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT EXCEPT WITH RESPECT TO CLAIMS NOT RELEASED BY EXECUTIVE IN THIS SECTION 2. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS SECTION 2 SHALL PREVENT EXECUTIVE FROM (1) INITIATING OR CAUSING TO BE INITIATED ON HIS BEHALF ANY COMPLAINT, CHARGE, CLAIM OR PROCEEDING AGAINST THE COMPANY BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS CLAIMS UNDER ADEA CONTAINED IN THIS SECTION 2 (BUT NO OTHER PORTION OF SUCH WAIVER); OR (2) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH RESPECT TO ADEA.

Executive represents that he has read carefully and fully understands the terms of this Agreement, and that Executive has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this Agreement. Executive acknowledges and agrees that he is executing this Agreement willingly, voluntarily and knowingly, of his own free will, in exchange for the entitlements and payments described in Section 1 of this Agreement and the right to perform Consulting Services described in Section 1 of this Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of this Agreement, other than those set forth in this Agreement. Executive acknowledges that he could take up to twenty-one (21) days to consider whether he wants to sign this Agreement and that the ADEA gives him the right to revoke this Agreement within seven (7) days after it is signed, and Executive understands that he will not receive any payments or benefits under this Agreement until such seven (7) day revocation period has passed and then, only if he has not revoked this Agreement. To the extent Executive has executed this Agreement within less than twenty-one (21) days after its delivery to him, Executive hereby waives the twenty-one (21) day period and acknowledges that his decision to execute this Agreement prior to the expiration of such twenty-one (21) day period was entirely voluntary.

The Company acknowledges that, as of the date its designated representative executes the Agreement, the Board (i) has no present intention of seeking redress against Executive with respect to and (ii) has not received written notice from any third party for which the Company would seek redress against Executive relating to, any common law or statutory complaint, claim, charge, or cause of action, whether in law or in equity, against Executive arising out of or in any way related to Executive’s employment with, or resignation from, the Company, or in any other capacity he may have served in with respect to any member of the Company Group. Executive acknowledges and agrees that the foregoing acknowledgment of the Company does not constitute a waiver or release of claims in favor of Executive.

Sole Right to Claims; No Other Claims. Executive represents and warrants that no other person or entity had or has any interest in the claims referred to in this Agreement; that Executive has the sole right and exclusive authority to execute this Agreement; that Executive has not sold, assigned, transferred, conveyed or otherwise disposed of any claim or demand relating to any matter covered by this Agreement; that Executive has not filed any claims, complaints, or actions of any kind against the Company with any court of law, or local, state, or federal government or agency; that Executive has been properly paid for all hours worked for the Company with the exception of the final payroll for the period through and including the Termination Date (or any earlier termination date); that, other than the payments referred to herein, Executive has received all commissions, bonuses and other compensation due to Executive and Executive has not engaged in any unlawful conduct relating to the Company’s business.

No Admission of Liability. Executive acknowledges and understands that the consideration referred to herein is provided without admission or concession by the Company of any violation of any law or liability to Executive; and that said consideration provides Executive with valuable benefits in addition to any to which Executive already is entitled under the Company’s employee benefit plans or otherwise. The Company acknowledges that Executive is entering into this Agreement without admission or concession by Executive of any violation of any law or liability to the Company.

No Other Consideration; Return of Property. Executive acknowledges and agrees that no consideration other than as provided for in this Agreement has been or will be paid or furnished by the Company (other than any payments or benefits not released by Executive in Section 2 of this Agreement); Executive will make no claim and hereby waives any right Executive may now have or may hereafter have, based upon any alleged oral alteration, amendment, modification or any other alleged change in this Agreement; and that Executive understands and has freely and voluntarily entered into and executed this Agreement. By the Termination Date (or any earlier termination date), Executive must return all property of the Company and its affiliates, including identification cards or badges, user logins and passwords for the Company’s subscription services, issued devices, keys, laptops, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files such as research binders, and any work product in Executive’s possession obtained or created pursuant to Executive’s employment with the Company over the years; provided, that, Executive may retain Executive’s Company-provided mobile phone and the associated mobile phone number, Company-provided laptop computer and Company-provided iPad following the date of termination (after all Company data has been removed from such cell phone, laptop computer and iPad as determined by the Company, it being understood such data shall not be removed prior the date of termination and that any contact lists shall not be removed). Executive will be responsible for all charges for such mobile phone number after his employment with the Company terminates.

Restrictive Covenants. Sections 4 and 5 of the Employment Letter are incorporated by reference into this Agreement and remain in full force and effect in accordance with their terms. Notwithstanding anything to the contrary contained in this Agreement or the Employment Letter, nothing in this Agreement or the Employment Letter shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (each, a “Governmental Entity”) with respect to possible violation of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with the applicable law. Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to any attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade seal under seal and does not disclose the trade secret, except pursuant to court order. Executive does not need the prior authorization of (or give notice to) any member of the Company Group regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is Executive authorized to disclose any information covered by any member of the Company Group’s attorney-client privilege or attorney work product without prior written consent of such member of the Company Group.

Applicable Law; Forum; Waiver of Jury Trial: ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF PENNSYLVANIA. EACH OF THE PARTIES HERETO HEREBY (I) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT; (II) AGREES THAT THE SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PERSON’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE COMMONWEALTH OF PENNSYLVANIA WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION AS SET FORTH HEREIN IN THE IMMEDIATELY PRECEDING CLAUSE (I); AND (III) IRREVOCABLY AND UNCONDITIONALLY WAIVES (AND AGREES NOT TO PLEAD OR CLAIM) ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA, OR THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER AGREEMENTS AND INSTRUMENTS DELIVERED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Severability. In case any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected and unimpaired thereby and shall remain in full force and effect to the fullest extent permitted by law.

Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims. Executive hereby acknowledges that (a) Executive has read this Agreement, (b) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’s own choice or that Executive has voluntarily declined to seek such counsel, (c) Executive understands the terms and consequences of this Agreement and of the releases it contains, and (d) Executive is fully aware of the legal and binding effect of this Agreement.

10.

Counterparts. This Agreement may be signed in counterpart originals with the same force and effect as though a single original were executed.

11.

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter of the Agreement, and the Agreement supersedes all prior agreements among the parties with respect to the subject matter covered herein, whether written or oral.

* * * *

[Signature pages follow]

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

	BRIGHTVIEW LANDSCAPES, LLC


	By:	/s/ Jonathan M. Gottsegen
		Name: Jonathan M. Gottsegen
		Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

	Solely for purposes of Sections 1(C) and (G):

	BRIGHTVIEW HOLDINGS, INC.


	By:	/s/ Jonathan M. Gottsegen
		Name: Jonathan M. Gottsegen
		Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

[Signature Page to Consulting and Separation Agreement]

	EXECUTIVE


	/s/ Andrew V. Masterman
	Andrew V. Masterman

[Signature Page to Consulting and Separation Agreement]

EXHIBIT A

RELEASE AND WAIVER OF CLAIMS

This Release and Waiver of Claims (“Release”) is entered into as of _______________ ___, 2023 (the “Effective Date”) by Andrew Masterman (“Executive”) and delivered to BrightView Landscapes, LLC (the “Company”). Reference is made to the Consulting and Separation Agreement (the “Consulting and Separation Agreement”) dated May 3, 2023, by and among Executive, the Company and Parent. Capitalized terms not defined in this Release shall have the meanings ascribed to such terms in the Consulting and Separation Agreement.

WHEREAS, The employment relationship between Executive and the Company terminated on May 31, 2023 (the “Termination Date”).

WHEREAS, As set forth in the Consulting and Separation Agreement, and in consideration for the mutually agreed covenants therein, Executive agrees as follows:

Release of Claims.

For and in consideration of the entitlements and payments described in Section 1 of the Consulting and Separation Agreement and the right to perform Consulting Services described in Section 1 of the Consulting and Separation Agreement, Executive hereby agrees on behalf of himself, his agents, assignees, attorneys, successors, assigns, heirs and executors, to, and Executive does hereby, fully and completely forever release the Company Group and its past, current and future affiliates, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries, in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or his agents, assignees, attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring up to the date this Agreement is signed by Executive, including, without limitation, in connection with or in relationship to Executive’s employment or other service relationship with the Company, and any applicable employment, compensatory or equity arrangement with the Company (including, without limitation, the Employment Letter), any claims of breach of contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national origin, race, age, sex, sexual orientation, disability, medical condition or other discrimination or harassment, (such released claims are collectively referred to herein as the “Released Claims”); provided, that, Executive does not waive or release (i) any claims with respect to the right to enforce this Release of the Consulting and Separation Agreement or as a shareholder in Parent or the holder of vested Options under the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan, (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company or any of its affiliates, (iii) any rights Executive may have for indemnification (including advancement of expenses) from Parent, the Company or any of its affiliates and coverage under that July 2, 2018 Indemnification Agreement between Parent and Executive, Parent’s bylaws, as amended from time to time, the Company’s operating agreement, as amended from time to time, and under any applicable insurance including but not limited to directors’ and officers’ liability insurance policies, and (iv) any claims that may not be waived by law.

Notwithstanding the generality of Section 1(A) above, the Released Claims include, without limitation, (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act or the Pennsylvania Human Relations Act, all as amended, and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (b) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

THIS MEANS THAT, BY SIGNING THIS RELEASE, EXECUTIVE WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS RELEASE EXCEPT WITH RESPECT TO CLAIMS NOT RELEASED BY EXECUTIVE IN THIS SECTION 1. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS SECTION 1 SHALL PREVENT EXECUTIVE FROM (1) INITIATING OR CAUSING TO BE INITIATED ON HIS BEHALF ANY COMPLAINT, CHARGE, CLAIM OR PROCEEDING AGAINST THE COMPANY BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS CLAIMS UNDER ADEA CONTAINED IN THIS SECTION 1 (BUT NO OTHER PORTION OF SUCH WAIVER); OR (2) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH RESPECT TO ADEA.

Executive represents that he has read carefully and fully understands the terms of this Release, and that Executive has been advised to consult with an attorney and has availed himself of the opportunity to consult with an attorney prior to signing this Release. Executive acknowledges and agrees that he is executing this Release willingly, voluntarily and knowingly, of his own free will, in exchange for the entitlements and payments described in Section 1 of the Consulting and Separation Agreement and the right to perform Consulting Services described in Section 1 of the Consulting and Separation Agreement, and that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that he could take up to twenty-one (21) days to consider whether he wants to sign this Release and that the ADEA gives him the right to revoke this Release within seven (7) days after it is signed, and Executive understands that he will not receive any payments or benefits under the Consulting and Separation Agreement until such seven (7) day revocation period has passed and then, only if he has not revoked this Release. To the extent Executive has executed this Release within less than twenty-one (21) days after its delivery to him, Executive hereby waives the twenty-one (21) day period and acknowledges that his decision to execute this Release prior to the expiration of such twenty-one (21) day period was entirely voluntary.

Sole Right to Claims; No Other Claims. Executive represents and warrants that no other person or entity had or has any interest in the claims referred to in this Release; that Executive has the sole right and exclusive authority to execute this Release; that Executive has not sold, assigned, transferred, conveyed or otherwise disposed of any claim or demand relating to any matter covered by this Release; that Executive has not filed any claims, complaints, or actions of any kind against the Company with any court of law, or local, state, or federal government or agency; that Executive has been properly paid for all hours worked for the Company with the exception of the final payroll for the period through and including the Termination Date (or any earlier termination date); that, other than the payments referred to herein, Executive has received all commissions, bonuses and other compensation due to Executive and Executive has not engaged in any unlawful conduct relating to the Company’s business.

No Admission of Liability. Executive acknowledges and understands that the consideration referred to herein is provided without admission or concession by the Company of any violation of any law or liability to Executive; and that said consideration provides Executive with valuable benefits in addition to any to which Executive already is entitled under the Company’s employee benefit plans or otherwise. The Company acknowledges that Executive is entering into this Release without admission or concession by Executive of any violation of any law or liability to the Company.

Voluntary Execution of Agreement. This Release is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims. Executive hereby acknowledges that (a) Executive has read this Release, (b) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’s own choice or that Executive has voluntarily declined to seek such counsel, (c) Executive understands the terms and consequences of this Release and of the releases it contains, and (d) Executive is fully aware of the legal and binding effect of this Release.

Counterparts. This Release may be signed in counterpart originals with the same force and effect as though a single original were executed.

Entire Agreement. This Release and the Consulting and Separation Agreement constitute the entire agreement of the parties hereto with respect to the subject matter of the Release and Consulting and Separation Agreement, and this Release and the Consulting and Separation Agreement supersedes all prior agreements between the parties with respect to the subject matter covered herein, whether written or oral.

* * * *

[Signature pages follow]

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

	BRIGHTVIEW LANDSCAPES, LLC


	By:
		Name:
		Title:

	EXECUTIVE



	Andrew V. Masterman

Exhibit 10.2

EXECUTION VERSION

May 3, 2023

Mr. James R. Abrahamson
65 Stirrup Cup Court
St. Charles, IL 60174

Re: Interim Chief Executive Officer Agreement

Dear Jim:

On behalf of BrightView Landscapes, LLC (the “Company”), I am pleased to offer you the position of Interim Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). You agree to accept this responsibility while we engage in a search for a permanent Chief Executive Officer. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.

1. Term of Service. You agree to provide the services required under this Agreement for a period commencing on June 1, 2023 (the “Effective Date”) and ending on the earlier to occur of: (i) the date immediately prior to the date on which a permanent Chief Executive Officer commences employment with the Company and (ii) the termination of this Agreement in accordance with Section 7 (such period, the “Transition Period”).

2. Position and Duties. During the Transition Period, you shall serve as Interim Chief Executive Officer of the Company. Your duties and authority as Interim Chief Executive Officer shall be prescribed by the Board of Directors of BrightView Holdings, Inc. (“Parent” and its board, the “Board”) and shall be commensurate with those of a chief executive officer of a publicly-traded company of comparable size and with a similar business as the Company. During the Transition Period, you will report directly to the Board and devote such time, energy, experience and talents to the business of the Company, Parent and their direct and indirect subsidiaries (such subsidiaries hereafter referred to collectively as “Affiliates”) as is necessary to perform your duties as Interim Chief Executive Officer. For the avoidance of doubt, it shall not be a violation of this Agreement for you to (i) manage your personal investments or to engage in or serve such civic, community, charitable, educational, or religious organizations as you may reasonably select, so long as such activities do not materially interfere with the performance of your duties hereunder, or (ii) continue to serve as chair of the boards of directors of VICI Properties, Inc., CWT Travel Holdings, Inc. and Stonebridge Companies Holdings, LLC.

3. Compensation and Benefits. In consideration for services to the Company during the Transition Period, you shall receive the following compensation and benefits from the Company:

(a) Base Compensation. During the Transition Period, the Company shall pay you a monthly base salary of $100,000 ($1,200,000 annualized) (the “Base Salary”), which monthly Base Salary shall be paid to you in equal weekly installments on the Company’s regular payroll dates. You shall be entitled to payment of the full monthly Base Salary with respect to any month of partial service during the Transition Period; provided, that such Base Salary shall be pro-rated for the number of days in a calendar month for which you were employed if this Agreement is terminated by the Company for Cause (as defined below) or by you for any reason in accordance with Section 7.

(b) Benefits. During the Transition Period, you shall:

be reimbursed for, or provided, (x) a reasonable furnished corporate apartment in the Blue Bell area or (y) in the event the Company cannot secure a reasonable furnished apartment in the Blue Bell area, reasonable hotel accommodations;

ii.

be reimbursed for first-class airfare for flights between Chicago O’Hare International Airport or Charleston International Airport and Philadelphia International Airport or other Company location;

iii.

be provided an automobile for your use while in the Blue Bell area and such automobile expenses shall be paid by the Company; and

iv.

be reimbursed for other expenses reasonably related to your periodic travel to the Blue Bell area, including, for the avoidance of doubt, meal expenses reasonably incurred.

(c) Restricted Stock Unit Grant. As additional consideration for your service under this Agreement, within thirty (30) days following the date of this Agreement and effective as of the Effective Date, Parent shall grant you a number of restricted stock units (“RSUs”) of Parent as is determined by dividing $1,200,000 by the average closing price of Parent’s common stock over the 30 calendar day period ending on the last business day before the Effective Date (rounded down to the nearest whole share) pursuant to the RSU Grant attached hereto as Exhibit A, which RSUs shall vest in full on the date immediately prior to the date on which a permanent Chief Executive Officer commences employment with the Company or such earlier date on which your employment under this Agreement is terminated by the Company without Cause or due to your permanent disability or death, and shall be net settled in shares of the Company’s common stock for purposes of satisfying applicable tax withholding obligations.

(d) Expenses. The Company shall reimburse you for business expenses and costs that are reasonable and necessary for, and were incurred in the course of, the performance of your duties pursuant to this Agreement and in accordance with the Company’s expense reimbursement policies.

(e) Indemnification; D&O Coverage. The Company, and its successors and/or assigns, shall indemnify and defend you personally, to the fullest extent provided by the Company’s organizational documents with respect to any claims that may be brought against you arising out of any action taken or not taken in your capacity as an officer or director of the Company or any of its Affiliates. In addition, you shall be covered as an insured in respect of your activities as an officer and director of the Company or any of its Affiliates by the directors and officers liability policy of the Company or other comparable policies obtained by any successor thereto, in amounts and coverage as determined by the Board in its sole discretion. The indemnification and insurance-related obligations under this Section 3(e) shall remain in effect following the Transition Period.

4. Board Service and Compensation During Transition Period. During the Transition Period, you will continue to serve as a member of the Board, but will not serve on any committees thereof; provided, that, at the end of the Transition Period you will be reappointed to any committee of the Board on which you served immediately prior to the Effective Date. For the avoidance of doubt, during the Transition Period, you shall not be eligible to receive any additional compensation in respect of your service to the Board (i.e., your sole compensation for such Board service during the Transition Period shall be the compensation provided in this Agreement), and any non-employee director compensation not yet paid to you on the Effective Date will be prorated accordingly; provided, that any RSUs you received in consideration for your service to the Board prior to the Effective Date shall continue to vest during the Transition Period as provided in any award agreement evidencing such RSUs.

5. Withholding. You acknowledge and agree that the Company may withhold or deduct from the Base Salary any amounts as federal income tax withholding from wages or as employee contribution under Federal Insurance Contributions Act or any other applicable federal, state, local or foreign tax laws, and to report on any applicable federal, state, local or foreign tax reporting form any income to you determined by the Company as resulting from such amounts payable hereunder.

6. Covenants. By accepting the terms of this Agreement, you hereby agree to the following covenants in addition to any obligations you may have by law and make the following representations:

(a) Nondisclosure; Inventions. During the Transition Period and at all times thereafter, (i) you shall not divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Board of any such order), directly or indirectly, other than in the regular and proper course of business of the Company and the Affiliates, any customer lists, trade secrets or other confidential knowledge or information with respect to the operations or finances of the Company or any Affiliates or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company or the Affiliates, including, without limitation, any know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company and the Affiliates (all of the foregoing collectively hereinafter referred to as “Confidential Information”), and (ii) you shall not use, directly or indirectly, any Confidential Information for the benefit of anyone other than the Company and the Affiliates; provided, that you have no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the general public other than through disclosure by you. All Confidential Information, new processes, techniques, know-how, methods, inventions, plans, products, patents and devices developed, made or invented by you, alone or with others, while working under the terms of this Agreement, which are related to the business of the Company and the Affiliates shall be and become the sole property of the Company, unless released in writing by the Board, and you hereby assign any and all rights therein or thereto to the Company. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. You do not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. You understand and acknowledge that an individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a Federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You further understand and acknowledge that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance are you authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

(b) Cooperation. Both during the Transition Period and after, you shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during the Transition Period. In the event that you are required to provide such cooperation, the Company will reimburse you for reasonable, documented out-of-pocket expenses.

(c) Non-Disparagement. From and after the Transition Period, you hereby agree not to defame, or make any disparaging or untrue statements that are intended or would reasonably be expected to cause harm to the Company or any of its directors, officers or shareholders (including any officer or employee thereof) in any medium to any person or entity without limitation in time. Notwithstanding this provision, you may confer in confidence with legal representatives and make truthful statements as required by law or as is necessary to fulfill your duties as a member of the Board. The Company shall control the timing, content and manner of any internal, external and media communication concerning the termination of your service to the Company.

(d) Specific Performance. In the event of a breach or threatened breach of any provision of this Section 6, in addition to any remedies at law, the Company shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

7. Termination. Your services under this Agreement hereunder will terminate automatically upon the commencement of employment of a permanent Chief Executive Officer or your death. Your services hereunder may be terminated (a) by you at any time for any or no reason upon no less than thirty (30) days prior written notice to the Board, or (b) by the Company at any time with or without Cause or due to your permanent disability (as determined in good faith by the Board). For purposes of this Agreement, “Cause” shall mean your (i) gross neglect of your duties; (ii) conviction of, or plea of guilty or no contest to, any felony or any crime involving moral turpitude, or commission of an act of fraud or embezzlement; (iii) gross or intentional misconduct in connection with the performance of your duties; or (iv) breach of any material provision of any written agreement with the Company or material written Company policy, or your fiduciary duties to the Company or its Affiliates. Notwithstanding the foregoing, prior to any termination under clauses (i), (iii) (other than with respect to acts of fraud or intentional misconduct) or (iv) above, the Board shall provide you with not less than 15 days advanced written notice of such termination and an opportunity to meet with the Board to discuss and/or cure any such acts or breaches (if capable of cure).

8. Miscellaneous.

(a) This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the terms and conditions to provide services as Interim Chief Executive Officer. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations and any other written or oral statements concerning your rights to any compensation, equity or benefits from the Company, its predecessors or successors in interest.

(b) This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company.

(c) This Agreement may be signed in counterparts and the counterparts taken together shall constitute one agreement.

(d) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN THE CITY OF WILMINGTON, DELAWARE. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

[Signature Page Follows]

If this Agreement is acceptable to you, please sign below and return the original, fully executed Agreement to the Company.

Sincerely,

BRIGHTVIEW LANDSCAPES, LLC


By:	/s/ Jonathan M. Gottsegen

Print Name: Jonathan M. Gottsegen
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary


AGREED AND ACCEPTED BY
BRIGHTVIEW HOLDINGS, INC. SOLELY
WITH RESPECT TO SECTION 3(C):


/s/ Jonathan M. Gottsegen
Date: May 3, 2023

AGREED AND ACCEPTED:


/s/ James R. Abrahamson
James R. Abrahamson

Date: May 3, 2023

[Signature Page to Interim Chief Executive Officer Agreement]

Exhibit A

[Restricted Stock Unit Grant]

Brightview HOLDINGS, INC.

RESTRICTED STOCK UNIT GRANT

THIS RESTRICTED STOCK UNIT GRANT (this “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and between BrightView Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified on the Signature Page attached hereto (“Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “Plan”), the terms of which Plan are incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined herein shall have the same meaning as in the Plan; and

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Restricted Stock Units.

(a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and effective as of the Date of Grant, the Company hereby grants the number of Restricted Stock Units set forth on the Signature Page hereto (the “RSU Award”).

(b) The RSU Award shall fully vest and become nonforfeitable on the date immediately prior to the date on which a permanent Chief Executive Officer commences employment with the Company or such earlier date on which Participant’s employment under that certain Interim Chief Executive Officer Agreement, dated May 3, 2023 by and among Participant, Brightview Landscapes, LLC and the Company is terminated by Brightview Landscapes, LLC without Cause or due to Participant’s Disability or death; provided, the RSU Award will also fully vest immediately prior to the consummation of a Change in Control, subject to continued employment with the Company and its Subsidiaries through such date.

(c) If Participant’s employment with the Company and its Subsidiaries is terminated at any time, all unvested Restricted Stock Units shall automatically and immediately be forfeited and canceled (after giving effect to any acceleration of vesting set forth in Section 1(a) above).

Settlement of Restricted Stock Units.

(a) Any Restricted Stock Unit which has become vested in accordance with this Agreement shall be settled as soon as reasonably practicable following the vesting of such Restricted Stock Unit (and, in any event, no later than the date which is two and one-half (2-1/2) months following the end of the calendar year in which the Restricted Stock Unit vested).

(b) Upon the settlement of a vested Restricted Stock Unit, the Company shall pay to Participant an amount equal to one share of Common Stock (a “Share”). As determined by the Committee, the Company shall pay such amount in (x) cash, (y) Shares or (z) any combination thereof. Any fractional Shares may be settled in cash, at the Committee’s election.

(c) Notwithstanding anything in this Agreement to the contrary, the Company shall not have any obligation to issue or transfer any Shares as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law. As a condition to the settlement of any portion of the RSU Award evidenced by this Agreement, Participant may be required to deliver certain documentation to the Company.

3. Reserved.

4. Book Entry; Certificates. Upon the settlement of any portion of the RSU Award in Shares pursuant to this Agreement, the Company shall recognize Participant’s ownership of such Shares through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (a) the settlement of any portion of the RSU Award pursuant to this Agreement and (b) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to Participant or to Participant’s legal guardian or representative along with the stock powers relating thereto. However, the Company shall not be liable to Participant for damages relating to any delays in issuing the certificates (if any) to Participant, any loss by Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

5. Legend. To the extent applicable, all book entries (or certificates, if any) representing the Shares delivered to Participant as contemplated by Section 4 above shall be subject to the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Sections 1 and 7 hereof.

6. No Right to Continued Employment or Service. Neither the Plan nor this Agreement nor Participant’s receipt of the Restricted Stock Units hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

7. Assignment Restrictions.

(a) The Restricted Stock Units may not be Assigned and any such purported Assignment shall be void and unenforceable against the Company or any Affiliate; provided, that the designation of a beneficiary shall not constitute an Assignment.

(b) “Assign” or “Assignment” shall mean (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of such security or any interest therein.

8. Withholding. The minimum required withholding taxes in respect of the Restricted Stock Units, their vesting or settlement or any payment or transfer with respect to the Restricted Stock Units shall be satisfied by the Company withholding from the Shares that would otherwise be received upon settlement of Restricted Stock Units pursuant to this Agreement a number of Shares with an aggregate Fair Market Value equal to the amount of such minimum statutorily required withholding liability.

9. Securities Laws; Cooperation. Upon the vesting of any unvested Restricted Stock Units, Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws, the Plan or this Agreement. Participant further agrees to cooperate with the Company in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.

10. Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11. Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York or the State of Delaware, and each of Participant, the Company, and any transferees who hold Restricted Stock Units pursuant to a valid Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of Participant, the Company, and any transferees who hold Restricted Stock Units pursuant to a valid Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

12. Restricted Stock Units Subject to Plan; Amendment. By entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan. The Restricted Stock Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Participant hereunder without the consent of Participant.

13. Section 409A. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code and should be interpreted accordingly. Nonetheless, the Company does not guarantee the tax treatment of the Restricted Stock Units.

14. Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company may, in its sole discretion, decide to deliver any documents related to the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

15. Acceptance and Agreement by Participant; Forfeiture upon Failure to Accept. The grant of Restricted Stock Units hereunder will lapse ninety (90) days from the Date of Grant, and the RSU Award granted hereunder will be forfeited on such date if Participant has not accepted this Agreement by such date. For the avoidance of doubt, Participant’s failure to accept this Agreement will not affect Participant’s continuing obligations under any other agreement between the Company and Participant.

16. No Advice Regarding Grant. Notwithstanding anything herein to the contrary, Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares received upon settlement of the Restricted Stock Units. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

17. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, and on any Shares received upon settlement of Restricted Stock Units under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

18. Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other participant in the Plan.

[Signatures on next page.]

IN WITNESS WHEREOF, Participant acknowledges and accepts the terms of this Agreement which shall be effective as of the date set forth below and countersignature by the Company.

	Participant



	Name: James R. Abrahamson

	Dated:

[Signature Page - RSU Award]

Agreement acknowledged and confirmed:

	BrightView Holdings, Inc.



	By:
		Name:
		Title:

Equity Schedule

Name: James R. Abrahamson

Date of Grant: June 1, 2023

Number of Restricted Stock Units Granted:

[Signature Page - RSU Award]

Exhibit 99.1

BrightView Announces CEO Transition

May 4, 2023 – BrightView (NYSE: BV) (the “Company” or “BrightView”), the leading commercial landscaping services company in the United States, today announced Andrew Masterman will step down from his role as President and Chief Executive Officer (CEO) and member of the Board of Directors, effective May 31, 2023. Jim Abrahamson, who has served on BrightView’s Board since 2015, will serve as interim President and CEO until a successor is in place. Masterman will serve as an advisor for one month to ensure a smooth transition. The Company’s Board of Directors has initiated a search for a successor in partnership with a leading executive search firm.

“On behalf of the Board and entire BrightView team, I want to thank Andrew for the contributions he has made to the Company,” said Paul Raether, chairman of BrightView’s Board of Directors. “Today, BrightView is the leading commercial landscape design and services company with a recognized brand and high-quality team. Its market-leading position provides a solid foundation for future growth and creates a unique opportunity to enhance service for customers.”

Masterman joined BrightView in 2016 and successfully led the company’s initial public offering in 2018. Under his leadership, BrightView demonstrated growth through a series of strategic acquisitions, modernized its technology and finance infrastructure, professionalized the sales organization, expanded omni-channel marketing capabilities and achieved the best safety record in the company’s history.

“It has been an honor to serve as BrightView’s CEO and I’m proud of what the team has accomplished during my tenure. Together, we’ve built a top-tier organization with an expansive national footprint,” said Masterman. “I look forward to working with Jim to ensure a smooth transition and will continue to watch BrightView’s progress and future success.”

Raether added: “We have full confidence in Jim’s ability to continue to execute on BrightView’s strategy while we search for a new CEO to lead the company into its next phase and unlock value. Jim brings extensive knowledge of BrightView and the industry, as well as over 30 years of management experience in senior leadership and board of director roles with leading, large public and private companies in dynamic environments.”

“I’m honored to step in as interim CEO of BrightView, a company that I know very well and respect deeply,” said Abrahamson. “I look forward to working closely with our talented management team to continue to execute and build on our strategy and to ensure continuous performance improvement for our shareholders while we deliver the best service in the industry to our valued clients.”

Jim Abrahamson Biographical Details

Abrahamson previously served as CEO and as Chairman of Interstate Hotels & Resorts, the leading global hotel management company with a portfolio of approximately 500 hotels and 30,000 employees from June 2011 until its sale to Aimbridge Hospitality in October 2019. Prior to joining Interstate, Abrahamson held senior leadership positions with InterContinental Hotels Group, Hyatt Corporation, Marcus Corporation and Hilton Worldwide. Jim presently serves in public company and private company board roles, which, in addition to BrightView, includes currently serving as Independent Board Chair of VICI Properties, Inc., (NYSE: VICI) a leading REIT comprised of large-scale experiential focused destination resort and gaming facilities since its inception in 2017, as well as several other private company boards. He has also previously served on public company boards including as an independent director of CorePoint Lodging Inc. and as an independent director of LaQuinta Holdings and as an executive director of the board of Intercontinental Hotels Group. He holds a degree in Business Administration from the University of Minnesota.

About BrightView

BrightView (NYSE: BV), the nation’s largest commercial landscaper, proudly designs, creates, and maintains the best landscapes on Earth and provides the most efficient and comprehensive snow and ice removal services. With a dependable service commitment, BrightView brings brilliant landscapes to life at premier properties across the United States, including business parks and corporate offices, homeowners' associations, healthcare facilities, educational institutions, retail centers, resorts and theme parks, municipalities, golf courses, and sports venues. BrightView also serves as the Official Field Consultant to Major League Baseball. Through industry-leading best practices and sustainable solutions, BrightView is invested in taking care of our team members, engaging our clients, inspiring our communities, and preserving our planet. Visit BrightView Website and connect with us on Twitter, Facebook, and LinkedIn.

Forward-Looking Statements

This press release includes certain disclosures which contain “forward-looking statements.” Forward-looking statements are based on BrightView’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements can be found under the caption “Risk Factors” in our most recent annual report on Form 10-K filed with the SEC, as such risk factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website on www.sec.gov. Any forward-looking statement in this release speaks only as of the date of this release. BrightView undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contacts

Investors
Faten Freiha, Vice President of Investor Relations
(484) 567-7148
Faten.Freiha@brightview.com

Media
David Freireich, Vice President of Communications & Public Affairs
(484) 567-7244
David.Freireich@brightview.com