AgroFresh Solutions, Inc. (Form: 8-K, Received: 09/06/2019 08:18:22)

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 of earliest event reported): August 30, 2019

AgroFresh Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)



Delaware (State or other jurisdiction of incorporation)		001-36316 (Commission File Number)	46-4007249 (I.R.S. Employer Identification Number)
One Washington Square 510-530 Walnut Street, Suite 1350 Philadelphia, PA (Address of principal executive offices)			19106 (Zip code)
	(267) 317-9139 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company x

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. ¨

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, par value $0.0001 per share	AGFS	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50	AGFSW	The Nasdaq Stock Market LLC

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

Change in Control Agreements

On August 30, 2019, AgroFresh Solutions, Inc. (the “Company”) entered into Change in Control Executive Severance Agreements with each of Jordi Ferre, the Company’s Chief Executive Officer, Graham Miao, the Company’s Chief Financial Officer, and Thomas Ermi, the Company’s Executive Vice President, General Counsel and Secretary (collectively, the “Change in Control Agreements”). Each Change in Control Agreement provides that in the event the applicable executive’s employment is terminated other than for “cause” or if the executive resigns for “good reason” (each as defined in the applicable Change in Control Agreement) during the period commencing 60 days prior to and ending 24 months following a change in control of the Company, the executive will be entitled to certain severance benefits, consisting of the following (in addition to any accrued salary and benefits through the date of termination): (i) an amount equal to (a) two and a half times with respect to Mr. Ferre and (b) two times with respect to Messrs. Miao and Ermi the sum of (l) the executive’s annual base salary then in effect and (2) the target bonus amount payable to the executive under the Company’s annual performance bonus program for the fiscal year of the Company in which the date of termination occurs (the “Annual Bonus Target”); (ii) a portion of the Annual Bonus Target for the calendar year in which the executive’s employment is terminated, pro-rated for the period of the year during which the executive was employed by the Company; and (iii) and Company-paid continuation healthcare coverage for 18 months after the termination date. The term of each Change in Control Agreement is for a period of three years and will be automatically renewed for additional one-year periods unless either party gives notice of non-renewal 60 days prior to the end of the then-current term.

Amended and Restated Employment Agreement with Thomas Ermi

Also on August 30, 2019, the Company entered into an amended and restated employment agreement (the “Restated Employment Agreement”) with Mr. Ermi. The Restated Employment Agreement amends and restates the Employment Agreement, dated September 15, 2015, between the Company and Mr. Ermi in order to, among other things: (i) provide for a new three-year term, with automatic successive one-year renewal terms thereafter unless either party gives notice of non-renewal 30 days prior to the end of the then-current term, (ii) update Mr. Ermi’s title and (iii) remove provisions regarding the payment of severance benefits in connection with a change in control of the Company (which provisions are now contained in Mr. Ermi’s Change in Control Agreement).

The foregoing discussion is a summary of the Change in Control Agreements and the Restated Employment Agreement and is qualified in its entirety by the terms of the Change in Control Agreements and the Restated Employment Agreement, copies of which are filed as and Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Exhibits

(d) Exhibits.



Exhibit Number		Exhibit

10.1		Change in Control Executive Severance Agreement, dated August 30, 2019, between the Company and Jordi Ferre.
10.2		Change in Control Executive Severance Agreement, dated August 30, 2019, between the Company and Graham Miao.
10.3		Change in Control Executive Severance Agreement, dated August 30, 2019, between the Company and Thomas Ermi.
10.4		Amended and Restated Employment Agreement, dated August 30, 2019, between the Company and Thomas Ermi.

SIGNATURE

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, hereunto duly authorized.

Dated: September 6, 2019



	AGROFRESH SOLUTIONS, INC. By: /s/ Thomas Ermi Name: Thomas Ermi Title: Executive Vice President and General Counsel

Exhibit 10.1

AGROFRESH SOLUTIONS, INC.

CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”), dated as of August 30, 2019 (the “Effective Date”), is entered into between AgroFresh Solutions, Inc., a Delaware corporation (“AgroFresh” or the “Company”), and Jordi Ferre (the “Executive”).

The Company may from time to time consider the possibility of an acquisition by another company or other change of control. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) recognizes that the risk of such events occurring can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility that such events may occur, by entering into this Agreement to provide the Executive with certain severance benefits in certain instances upon Executive’s termination of employment in connection with a Change in Control (as defined herein).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants of the parties contained herein, it is agreed as follows:

1. Term. This Agreement will have an initial term of three (3) years commencing on the Effective Date (the “Initial Term”). On the third anniversary of the Effective Date, this Agreement will renew automatically for additional one (1) year terms (each, an “Additional Term”) unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal. Notwithstanding the foregoing sentence, if a Change of Control occurs at any time during either the Initial Term or an Additional Term, the term of this Agreement will extend automatically through the date that is twenty-four (24) months following the effective date of the Change of Control. If Executive becomes entitled to benefits under Section 3 during the term of this Agreement, the Agreement will not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2. Definitions. For purposes of the Agreement, the following terms shall have their respective meanings set forth below:

(a)“Cause” shall have the meaning given to such term in any employment agreement or offer letter between the Executive and the Company and in effect as of the date of termination of the Executive’s employment with the Company or, in the absence thereof, shall mean any of the following: (i) the Executive’s willfully engaging in conduct which is materially injurious to the Company, monetarily or otherwise, (ii) the Executive’s conviction of, or plea of “guilty” or “no contest” to, an act of fraud, misappropriation or embezzlement or a felony under the laws of the United States or any state thereof, (iii) the Executive’s gross negligence, bad faith or willful misconduct in the performance of duties to the Company or (iv) the Executive’s refusal or failure to perform duties of employment as reasonably determined by the Board.

(b)“Change in Control” shall mean any of the following types of transactions: (i) the acquisition by any individual, entity or group of entities or individuals of 50% or more of the outstanding

shares of the Company’s voting stock within any twelve (12) consecutive month period, (ii) a merger or consolidation in which the Company is a party, or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company and its subsidiaries (any event described in clause (ii) or (iii), a “Transaction”), wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or the successor entity, or, in the case of a Transaction described in clause (iii), the corporation or other entity to which the assets of the Company were transferred, as the case may be.


(c)	“Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)“Covered Termination” shall mean any of (i) an involuntary termination of the Executive’s employment by the Company other than for Cause, (ii) the Executive’s voluntary termination of employment with the Company for Good Reason or (iii) termination of the Executive’s employment as a result of death or Disability.

(e)“Disability” shall have the meaning given to such term in any employment agreement or offer letter between the Executive and the Company and in effect as of the date of termination of the Executive’s employment with the Company or, in the absence thereof, shall mean.

(f)“Good Reason” shall have the meaning given to such term in any employment agreement or offer letter between the Executive and the Company and in effect as of the date of termination of the Executive’s employment with the Company or, in the absence thereof, shall mean (i) a material reduction in the Executive’s cash base compensation or cash bonus opportunity, other than in the case of a reduction that applies to all similarly-situated employees of the Company, or (ii) a change in the geographic location at which the Executive must perform services for the Company of at least fifty (50) miles.

3. Severance Benefits Upon Termination in Connection with a Change in Control.

(a) If, during the term of this Agreement, a Covered Termination occurs within the period commencing sixty (60) days prior to a Change in Control and ending twenty-four (24) months following a Change in Control (the “Change in Control Severance Period”), and the Executive executes and does not revoke a Release as described in Section 4 below, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following Executive’s termination date (such deadline, the “Release Deadline”), then the Executive shall be entitled to the following severance benefits:

(i) Payment of any earned and unpaid base salary through the date of termination, reimbursement for any unreimbursed business expenses incurred through the date of termination, any accrued but unused vacation time, to the extent payable in accordance with Company policies and applicable law, and all other accrued and vested payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, the “Accrued Benefits”);

(ii) Payment of an amount equal to two and one-half (2.5) times the sum of (A) twelve (12) months of Executive’s annual base salary as in effect immediately prior to Executive’s termination date or, if greater, at the level in effect immediately prior to the Change of Control, and (B) the target bonus amount payable to the Executive under the Company’s annual performance bonus program for the fiscal year of the Company in which the date of termination occurs (the “Annual Bonus Target”);

(iii) a pro rata portion of the Annual Bonus Target for the remainder of the fiscal year in which the Executive was terminated calculated by taking the product of (a) the Annual Bonus Target in effect at the time of termination multiplied by (b) a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year of his termination and the denominator of which is 365, payable as a lump sum on the sixtieth (60th) day following the date on which the Employment Term and Executive’s employment hereunder terminated; and

(iv) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) the Executive’s continued co-payment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen months following the date of termination; provided, however, that the Executive is eligible and remains eligible for COBRA coverage; and further provided, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 3(a) shall immediately cease upon obtaining such benefits. Notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 3(a) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(b) Subject to the provisions of Section 4, and unless otherwise required by Section 5(b), (i) the Company will pay any amount payable pursuant to Section 3(a)(ii) and Section 3(a)(iii) in a lump-sum payment payable on the first payroll date that occurs on or after the sixtieth (60th) day following the Executive’s termination date, and (ii) the Executive will receive the benefits set forth in Section 3(a)(iv) beginning with the first payroll date that occurs on or after the sixtieth (60th) day following the Executive’s termination date. If the Executive should die before all of the severance amounts hereunder have been paid, such unpaid amounts will be paid promptly following such event to the Executive’s designated beneficiary, if living, or otherwise to the personal representative of the Executive’s estate.

(c) In the event of a termination of the Executive’s employment as set forth in Section 3(a), the provisions of this Agreement are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of Accrued Benefits), including, without limitation, the Employment Agreement between the Company and the Executive dated July 14, 2016 (as may be amended, modified and/or restated from time to time, the “Employment Agreement”). The Executive will be entitled to no benefits, compensation or other payments or rights upon a termination of employment during the Change in Control Severance Period other than those benefits expressly set forth in this Section 3. For purposes of clarity, in the event a termination of Executive’s employment as set forth in Section 3(a) occurs during the period within sixty (60) prior to a Change in Control, any severance payments and benefits to be provided to the Executive under this Agreement will be reduced by any amounts that already were provided to Executive under any other agreement between the Company and the Executive, including, without limitation, the Employment Agreement. Notwithstanding the foregoing or anything to the contrary herein, nothing contained in this Agreement shall modify or otherwise affect any provision in any equity award agreement between the Company and the Executive providing for acceleration of vesting of all or any part of such award upon, or otherwise in connection with, a Change in Control.

4. Release. As a condition to the Executive’s receipt of any benefits described in Section 3 (other than the Accrued Benefits), the Executive will be required to execute and deliver to the Company a release of all claims arising out of the Executive’s employment with the Company or the termination thereof, in a form reasonably acceptable to the Company (the “Release”) within thirty (30) days following the Executive’s termination date, and not revoke such Release within any period permitted under applicable law. Such Release shall specifically relate to all of the Executive’s rights and claims in existence at the time of such execution (excluding any rights that may not be released under applicable law), and shall exclude any continuing obligations the Company may have to the Executive following the date of termination under this Agreement or any other agreement providing for obligations to survive the Executive’s termination of employment. For clarity, if the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any rights to severance or benefits under this Agreement (other than the Accrued Benefits), and in no event will severance payments or benefits be paid or provided until the Release becomes effective and irrevocable.

5. Taxes.

(a)Withholding. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b)Section 409A.

(i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. The Company does not make any representation to the Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the Executive for any tax, additional tax, interest or penalties under Section 409A.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 5(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

(c)Excise Tax.

(i) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5(c), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either delivered in full, or delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (iv) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event shall Executive have any discretion with respect to the ordering of payment reductions. Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Executive will not be reimbursed, indemnified, or held harmless by the Company for any of those payments of personal tax liability.

or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear the costs and make all payments for the Accountants’ services in connection with any calculations contemplated by this Section. The Company will have no liability to Executive for the determinations of the Accountants.

6. Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 6 or which becomes bound by the terms of this Agreement by operation of law. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7. Non-Exclusivity of Rights. Other than as provided in Section 3(c), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefits, bonus, incentive or other plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices applicable to other salaried employees) and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.

8. No Implied Employment Rights. Nothing in this Agreement shall alter the Executive’s status as an “at will” employee of the Company or be construed to imply that the Executive’s employment is guaranteed for any period of time, except as otherwise agreed in a written agreement signed by a duly authorized officer of the Company.

9. Affirmation of Continuing Duties. In accordance with Executive’s existing and continuing obligations, Executive agrees to abide by and acknowledges the enforceability of certain covenants under the Employment Agreement, including Sections 7, 8, 10 and 11(j) of the Employment Agreement.

10. Miscellaneous.

(a)Amendment; Waiver. No provision of this Agreement may be modified, waived or discharged, unless such a waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representation, oral or otherwise, express or implied, with respect to the subject matter hereof has been made by either party which are not expressly set forth in this Agreement.

(b)Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

(c)Arbitration. Any dispute or controversy arising under or in connection with the subject matter, the interpretation, the application, or alleged breach of this Agreement shall be resolved by binding arbitration in the City of Philadelphia, in accordance with the American Arbitration Association (the “AAA”) rules. The parties shall appoint one (1) arbitrator in accordance with the AAA rules, which arbitrator shall have full authority to render a final, non-appealable decision with respect to any matters in dispute. The invalidity or unenforceability of any provision of this covenant to arbitrate shall not affect the validity or enforceability of the parties’ obligation to submit any disputed matters to binding arbitration or to be otherwise bound by the other provisions of this covenant to arbitrate. Regarding permitted discovery, the arbitrator shall only require the parties to disclose documents that they intend to rely on in presentation of their case at the hearing, and no other document production or e-discovery shall be required. Any party shall be entitled to conduct up to two (2) depositions, plus any expert who will testify in the proceedings. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation. The arbitrator is not authorized to award punitive or other similar damages not measured by the prevailing party’s actual damages. Each party shall bear its own costs, fees and expenses of arbitration. The arbitration proceedings and arbitration award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors, employees and agents, each of whom have a need to know of such proceedings. A party may apply to the arbitrator seeking injunctive relief until an arbitration award is rendered or the dispute is otherwise resolved. A party also may, without waiving any other remedy, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party pending the arbitrator’s appointment or decision on the merits of the dispute. Within sixty (60) days following the appointment of the arbitrator, the parties shall complete all discovery. Within ninety (90) days following the appointment of the arbitrator, the arbitrator shall render the final, binding ruling. Notwithstanding the foregoing, either party may bring an action in court to compel arbitration under this Agreement, to enforce an arbitration award, or to seek injunctive relief. THE PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL AS TO ARBITRABLE CLAIMS.

(d)Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

(e)Entire Agreement. The parties agree that the terms of this Agreement are intended to be the final expression of their agreement with respect to the subject matter of this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement, except to the extent that the provisions of any such agreement have been expressly referred to in this Agreement as having continued effect.

(f)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the Company’s confidential information to any parties other than the Government Agencies. Executive further understands that Executive is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.

AGROFRESH SOLUTIONS, INC.

By: /s/ Nance K. Dicciani

Name: Nance K. Dicciani

Title: Chair BoD

Executive:

/s/ Jordi Ferre

Jordi Ferre

Exhibit 10.2

AGROFRESH SOLUTIONS, INC.

CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective covenants of the parties contained herein, it is agreed as follows:

2. Definitions. For purposes of the Agreement, the following terms shall have their respective meanings set forth below:

(b)“Change in Control” shall mean any of the following types of transactions: (i) the acquisition by any individual, entity or group of entities or individuals of 50% or more of the outstanding


(c)	“Code” shall mean the Internal Revenue Code of 1986, as amended.

3. Severance Benefits Upon Termination in Connection with a Change in Control.

(ii) Payment of an amount equal to two (2) times the sum of (A) twelve (12) months of Executive’s annual base salary as in effect immediately prior to Executive’s termination date or, if greater, at the level in effect immediately prior to the Change of Control, and (B) the target bonus amount payable to the Executive under the Company’s annual performance bonus program for the fiscal year of the Company in which the date of termination occurs (the “Annual Bonus Target”);

(c) In the event of a termination of the Executive’s employment as set forth in Section 3(a), the provisions of this Agreement are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of Accrued Benefits), including, without limitation, the offer letter between the Company and the Executive dated August 20, 2018 (as may be amended, modified and/or restated from time to time, the “Offer Letter”) and the Employment Agreement between the Company and the Executive dated on or about August 20, 2018 (as may be amended, modified and/or restated from time to time, the “Employment Agreement”). The Executive will be entitled to no benefits, compensation or other payments or rights upon a termination of employment during the Change in Control Severance Period other than those benefits expressly set forth in this Section 3. For purposes of clarity, in the event a termination of Executive’s employment as set forth in Section 3(a) occurs during the period within sixty (60) prior to a Change in Control, any severance payments and benefits to be provided to the Executive under this Agreement will be reduced by any amounts that already were provided to Executive under any other agreement between the Company and the Executive, including, without limitation, the Offer Letter. Notwithstanding the foregoing or anything to the contrary herein, nothing contained in this Agreement shall modify or otherwise affect any provision in any equity award agreement between the Company and the

Executive providing for acceleration of vesting of all or any part of such award upon, or otherwise in connection with, a Change in Control.

5. Taxes.

(b)Section 409A.

would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)Excise Tax.

(ii) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5(c) will be made in writing by nationally recognized accounting or valuation firm selected by the Company (provided that such firm is not then and has not within the then-preceding 12-month period provided services to the Company or any of its subsidiaries) or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear the costs and make all payments for the Accountants’ services in connection with any calculations contemplated by this Section. The Company will have no liability to Executive for the determinations of the Accountants.

10. Miscellaneous.

time. No agreement or representation, oral or otherwise, express or implied, with respect to the subject matter hereof has been made by either party which are not expressly set forth in this Agreement.

(b)Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

(f)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(g)Protected Activity. Nothing in this Agreement is intended to limit Executive’s rights to discuss the terms, wages, and working conditions of his employment, nor to deny him the right to disclose information pertaining to sexual harassment or any unlawful or potentially unlawful conduct, as protected by applicable law. Nothing in this Agreement limits or prohibits Executive from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the Company’s confidential information to any parties other than the Government Agencies. Executive further understands that Executive is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.

AGROFRESH SOLUTIONS, INC.

By: /s/ Nance K. Dicciani

Name: Nance K. Dicciani

Title: Chair BoD

Executive:

/s/ Graham Miao

Graham Miao

Exhibit 10.3

AGROFRESH SOLUTIONS, INC.

CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective covenants of the parties contained herein, it is agreed as follows:

2. Definitions. For purposes of the Agreement, the following terms shall have their respective meanings set forth below:

(b)“Change in Control” shall mean any of the following types of transactions: (i) the acquisition by any individual, entity or group of entities or individuals of 50% or more of the outstanding


(c)	“Code” shall mean the Internal Revenue Code of 1986, as amended.

3. Severance Benefits Upon Termination in Connection with a Change in Control.

(c) In the event of a termination of the Executive’s employment as set forth in Section 3(a), the provisions of this Agreement are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of Accrued Benefits), including, without limitation, the Amended and Restated Employment Agreement between the Company and the Executive dated on or about the date hereof (as may be amended, modified and/or restated from time to time, the “Employment Agreement”). The Executive will be entitled to no benefits, compensation or other payments or rights upon a termination of employment during the Change in Control Severance Period other than those benefits expressly set forth in this Section 3. For purposes of clarity, in the event a termination of Executive’s employment as set forth in Section 3(a) occurs during the period within sixty (60) prior to a Change in Control, any severance payments and benefits to be provided to the Executive under this Agreement will be reduced by any amounts that already were provided to Executive under any other agreement between the Company and the Executive, including, without limitation, the Employment Agreement. Notwithstanding the foregoing or anything to the contrary herein, nothing contained in this Agreement shall modify or otherwise affect any provision in any equity award agreement between the Company and the Executive providing for acceleration of vesting of all or any part of such award upon, or otherwise in connection with, a Change in Control.

5. Taxes.

(b)Section 409A.

paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)Excise Tax.

10. Miscellaneous.

(b)Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

(f)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.

AGROFRESH SOLUTIONS, INC.

By: /s/ Nance K. Dicciani

Name: Nance K. Dicciani

Title: Chair BoD

Executive:

/s/ Thomas Ermi

Thomas Ermi

Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THOMAS ERMI

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of August 30, 2019 (the “Effective Date”) by and between AgroFresh Solutions, Inc. (the “Company”), and Thomas Ermi (“Executive”).

WHEREAS, the Company and Executive are parties to an Employment Agreement, dated as of September 15, 2015 (the “Original Agreement”), and the parties desire to make certain changes to the Original Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree that the Original Agreement is hereby amended, restated and superseded as set forth herein.

1.Term of Employment. Subject to the provisions of Section 7 of this Agreement, Executive shall continue to be employed by the Company for a period commencing on the Effective Date and ending on the day before the third anniversary of the Effective Date (the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with the third anniversary of the Effective Date and on each anniversary thereafter (each an “Extension Date”), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 30 days prior written notice before the next Extension Date that the Employment Term shall not be so extended.

2.Position.

a.During the Employment Term, Executive shall serve as Executive Vice President, Secretary and General Counsel of the Company and will report to the Chief Executive Officer of the Company. In such position, Executive shall have the duties and authority commensurate with the position as shall be determined from time to time by the Chief Executive Officer or the Board of Directors of the Company (the “Board”) provided that his duties and authority will at all times be commensurate with those of a general counsel of a company comparable to the Company in the United States.

b.During the Employment Term, Executive will devote his full business time and best efforts, in accordance with legal and regulatory requirements, to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 8.

3.Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of not less than $354,000, payable in regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to annual reviews and increases in Executive’s Base Salary, if any, as may be determined in the sole discretion of the Compensation Committee

of the Board (the “Compensation Committee”). The Executive’s Base Salary, as in effect from time to time, may not be decreased at any time during the Employment Term.

4.Incentive Compensation.

a.With respect to each full fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) payable in cash with a target amount equal to 50% of Executive’s Base Salary (the “Target”), based upon the achievement of performance objectives established by the Compensation Committee each year. The “fiscal year” during the Employment Term shall be equal to the calendar year unless otherwise established by the Board in consultation with Executive. The performance objectives for payment of the Annual Bonus shall be established in writing by the Compensation Committee, on or before the end of the third month of the applicable fiscal year and shall include performance metrics which enable the Executive to earn up to two times the Target in the event certain performance conditions are met. Any Annual Bonus earned for any calendar year shall be paid within the first 2 ½ months of the immediately following calendar year.

b.The Executive shall be eligible for grants of restricted stock, options and any other forms of incentive compensation during the Employment Term.

c.The Company may (i) cause the cancellation of any grants of restricted stock, options and any other forms of incentive compensation during the Employment Term, (ii) require reimbursement of the Equity Award or any additional grants of restricted stock, options and any other forms of incentive compensation during the Employment Term, and (iii) effect any other right of recoupment of equity or other compensation provided under this Agreement or otherwise, in all respects as to subclauses (i), (ii) and (iii) hereof, as required by and in accordance with applicable law.

5.Employee Benefits.

a. General. During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans, as amended from time to time, as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company.

b. Life Insurance. During the Employment Term, the Company will provide Executive life insurance covering at least 3 times his Base Salary.

c. Tax Preparation and Financial Planning Expenses. During the Employment Term, the Company shall reimburse the Executive up to $5,000 per calendar year for annual tax preparation and financial planning expenses.

6.Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

7.Termination. The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 60 days advance written notice of any resignation of Executive’s employment, subject to and in accordance with the provisions of this Section 7. Notwithstanding any other provision of this Agreement,

subject to Sections 8, 9, 10, 11(f), 11(j), 11(m) and 11(o), the provisions of this Section 7 shall exclusively govern Executive’s and the Company’s rights and obligations related to termination of this Agreement and the rights and remedies upon termination of employment with the Company and its affiliates.

a. By the Company For Cause or Resignation by the Executive without Good Reason.

(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for “Cause” (as defined below) and shall terminate automatically upon Executive’s resignation without “Good Reason” (as defined below), provided that Executive will be required to give the Company at least 60 days advance written notice of any such resignation, and provided further that the Company may elect to waive such notice period and to pay Executive his Base Salary then in effect and to continue his benefits during the portion of the notice period that is waived in lieu of such notice.

(ii)For purposes of this Agreement “Cause” shall mean (A) Executive’s continued failure to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure; provided that it is understood that this clause (A) shall not permit the Company to terminate Executive’s employment for Cause because of dissatisfaction with the quality of services provided by or disagreement with the actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of Company property, (C) Executive’s conviction of or plea of guilty or no contest to (x) a felony or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder or in connection with any act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (E) Executive’s material breach of any provisions of this Agreement.

(iii)If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive, within 30 days following such termination with respect to (A)-(C) below, and at such time, if any, as the Employee Benefits under (D) below become due in accordance with the applicable terms thereof:

(A)the Base Salary through the date of termination, to the extent not already paid;

(B)any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year;

(C)reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with the Company policy prior to the date of Executive’s termination; and

(D)such vested Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company as described in Section 5(a) (including, without limitation, any retirement benefits, medical, life insurance or disability benefits, accrued but unpaid vacation or other benefits Executive is entitled to pursuant to the terms of the applicable plans then in effect (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Obligations”).

Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 7(a)(iii), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Section 7(a) shall affect the Executive’s right to any vested benefits under any employee benefit plans sponsored by the Company, including but not limited to any retirement plans.

b. Disability or Death.

(i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.

(ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive, at the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations.

Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Section 7(b) shall affect the Executive’s right to any vested benefits under any employee benefit plans sponsored by the Company, including but not limited to any retirement plans.

c. By the Company Without Cause or Resignation by Executive for Good Reason.

(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.

(ii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or by Executive’s resignation for Good Reason, Executive shall be entitled to receive:

(A)At the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations;

(B)payment of an amount equal to 1.5 times the Base Salary in effect at the time of termination, payable in equal installments in accordance with regular payroll procedures

established by the Company over a twelve month period beginning with the first payroll date that occurs on or after the sixtieth (60^th) day following the date on which the Employment Term and Executive’s employment hereunder terminated;

(C)a pro rata portion of the Annual Bonus for the remainder of the calendar year in which the Employment Term and Executive’s employment hereunder is terminated calculated by taking the product of (a) Executive’s Annual Bonus that he would have actually earned for the fiscal year in which the Employment Term and Executive’s employment hereunder is terminated, had his employment with the Company continued through the end of such calendar year (based upon the extent to which the performance goals for the year are met, but without any exercise of negative discretion), multiplied by (b) a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year in which the Employment Term and Executive’s employment hereunder is terminated and the denominator of which is 365. The amount due under this sub-paragraph (C), if any, shall be payable as and when the Annual Bonus would have been payable to Executive had the Employment Term and Executive’s employment hereunder not terminated; and

(D)if Executive elects continued coverage for himself or his eligible dependents under any of the Company’s health plans pursuant to Section 4980B of the Code or any comparable law (“COBRA”), for each month during which such coverage is in effect (but not more than twelve (12) months), an amount equal to the difference between the premium paid for such COBRA coverage and the premium charged by the Company to an active employee for comparable coverage, which monthly amount shall be payable over a 12 month period (or shorter period to the extent the Executive elects COBRA coverage for less than 12 months), beginning with the first payroll date that occurs on or after the sixtieth (60^th) day following the date on which the Employment Term and Executive’s employment hereunder terminated.

(iii) For purposes of this Agreement, “Good Reason” shall mean (A) a material failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus (if any) when due, (B) a material reduction in Executive’s Base Salary or the Target for his Annual Bonus opportunity described in Section 4 herein, (C) a relocation of Executive’s primary work location that is more than 50 miles further from Executive’s residence on the Effective Date from the Executive’s primary work location on the Effective Date, without written consent of Executive, (D) a material reduction in Executive’s duties and responsibilities as described in Section 2(a) of this Agreement, or (E) a material breach by the Company of any of the terms of this Agreement (or any other material written agreement between the Company and Executive); provided that none of these events shall constitute Good Reason unless Executive’s termination of employment for Good Reason occurs within 90 days following the initial existence of one of the conditions specified in clauses (A) through (D) above, the Executive provides the Company with written notice of the existence of such condition within 60 days after the initial existence of the condition, and the Company fails to remedy the condition within 30 days after its receipt of such notice.

The payments and benefits described in subparagraphs 7(c)(ii)(B) - (D) above shall be subject to and conditioned upon (1) Executive’s execution and delivery of a valid and effective general release and waiver in such form as reasonably provided by the Company to effectuate a valid release of claims (exempting any claims to enforce Executive’s rights under this Agreement), which release shall be provided to Executive

reasonably promptly following the date of termination, and shall not impose any additional restrictive covenants upon Executive’s activities following termination, that becomes irrevocable within sixty (60) days of the date on which the Employment Term and Executive’s employment hereunder terminates; and (2) Executive’s continued compliance with his obligations under Sections 8 and 9 of this Agreement. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in Section 7(c)(ii), and subject to Section 7(d), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Section 7(c) shall affect the Executive’s right to any vested benefits under any employee benefit plans sponsored by the Company, including but not limited to any retirement plans.

d.Reserved.

e.Election Not to Extend the Employment Term. In the event either party elects not to extend the Employment Term by providing thirty (30) days’ written notice prior to the end of the then-current term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 7, Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date. If Executive’s employment is terminated following Executive’s election not to extend the Employment Term, Executive shall be entitled to receive the Accrued Obligations. If the Company elects not to extend the Employment Term, Executive shall be entitled to receive the severance payments and benefits set forth in Section 7(c). The payments and benefits described in this Section 7(e) shall be subject to and conditioned upon (1) Executive’s execution and delivery of a valid and effective general release and waiver, in such form as reasonably provided by the Company to effectuate a valid release of claims (exempting any claims to enforce Executive’s rights under this Agreement), which release shall be provided to Executive reasonably promptly following the date of termination, and shall not impose any additional restrictive covenants upon Executive’s activities following termination, that becomes irrevocable within sixty (60) days of the date on which the Employment Term and Executive’s employment hereunder terminates; and (2) Executive’s continued compliance with his obligations under Sections 8 and 9 of this Agreement. Following such termination of Executive’s employment hereunder as a result either party’s election not to extend the Employment Term, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Section 7(e) shall affect the Executive’s right to any vested benefits under any employee benefit plans sponsored by the Company, including, but not limited to, any retirement plans.

f.Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11(h) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

g.Continuing Rights Under Equity Plan. Notwithstanding anything herein to the contrary, upon a termination of employment, Executive’s rights and obligations post-termination with respect to awards made under the Equity Plan shall be determined in accordance with the Equity Plan and Section 4 hereof.

h.Parachute Payments. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment or distribution of any type to or for the Employee by the Company (or by any affiliate of the Company, any person or entity who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder)), or any affiliate of such person or entity, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Employee received the entire amount of such Total Payments. The determination of whether the Total Payments shall be reduced and the amount of such reduction shall be determined by an accounting firm selected by the Employee and the Company, shall be paid for by the Company, and shall be final and binding upon the Employee and the Company. The accounting firm’s decision as to which of the Total Payments are to be reduced, if any, shall be made (A) only from the Total Payments that the accounting firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (B) only from the Total Payments that are required to be made in cash, (C) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), until those payments have been reduced to zero, and (D) in reverse chronological order, to the extent that any of the Total Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any of the Total Payments be reduced if and to the extent such reduction would cause a violation of Section 409A or other applicable law.

8.Non-Competition.

a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:

(i) During his employment with the Company and, for a period of one year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization engaged in a Competitive Business (as defined below), directly or indirectly, solicit or assist in soliciting any business related to a Competitive Business from any client or prospective client of the Company:

(A) with whom Executive had material personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment;

(B) with whom employees reporting to Executive have had material personal contact or dealings on behalf of the Company during the one-year period immediately preceding Executive’s termination of employment; or

(C) for whom Executive had direct responsibility during the one-year period immediately preceding Executive’s termination of employment.

(ii) During the Restricted Period and within the Continents of North America, South America, Africa, Europe, Asia, and Australia (the “Restricted Territory”), which is the

territory in which the Company does business and the Executive provides services to the Company, Executive will not directly or indirectly:

(A) engage in a Competitive Business;

(B) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business; provided that Executive shall not be prohibited from rendering any services to any entity that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Permitted Company that does not relate to a Competitive Business;

(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided, however, this restriction will not apply to a Permitted Company, or

(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or investors of the Company.

(iii) For purposes of this Agreement, “Competitive Business” means the development, manufacture, license, sale or provision of products or services in the agricultural products industry and any other business in which the Company or any of its subsidiaries engaged while the Executive was employed by the Company.

(iv) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as a passive investment, securities of any person engaged in a Competitive Business which is publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a Group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person.

(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly:

(A)solicit or encourage any employee of the Company to leave the employment of the Company; or

(B)hire any such employee who was employed by the Company as of the date of Executive’s termination of employment with the Company or who left the employment of the Company coincident with, or within six months prior to or after, the termination of Executive’s employment with the Company.

(vi) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company any individual consultant then under contract with the Company.

b. The parties agree that the Restricted Period shall be tolled during the pendency of any litigation or arbitration relating to the interpretation or enforcement of the covenants set forth in this Section 8.

c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

9.Confidentiality; Inventions.

a. Confidentiality. During the Employment Term and thereafter, Executive will not disclose or use for Executive’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company, any trade secrets, or other confidential information or data of the Company relating to the Company’s customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of Executive’s breach of this covenant. Except as required by law, Executive will not disclose to anyone, other than his immediate family, legal or financial advisors or any subsequent employer, the contents of this Agreement. Executive agrees that upon termination of Executive’s employment with the Company for any reason, he will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company, except that he may retain personal notes, notebooks and diaries and personally owned books, reference material or information of a similar nature, that do not contain confidential information of the type described in the preceding sentence of this section. Executive further agrees that he will not retain or use for Executive’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.

b.Ownership of Inventions. Executive agrees that Executive will promptly make full written disclosure to the Company, and hereby assigns to the Company, or its designee, all of Executive’s right, title, and interest in and to any and all creations, inventions or developments, whether or not patentable, which Executive may solely or jointly conceive or develop or reduce to practice, during the period of time Executive is in the employ of the Company (collectively referred to as “the Company Inventions”), other than (and the Company Inventions shall not include) any such creations, inventions or developments which demonstrably bear no relationship whatsoever to the business of the Company, or the application of technologies, ideas, or processes directly or indirectly related to the business of the Company. For the avoidance of doubt, the Company Inventions shall include any creations, inventions or developments that relate directly or indirectly to a Competitive Business. Executive further acknowledges that all original works of authorship which are created or contributed to by Executive (solely or jointly with others) within the scope of and during the period of Executive’s employment with the Company (“the Company Copyrights”) are to be deemed “works made for hire,” as that term is defined in the United States Copyright Act, and the copyright and all intellectual

property rights therein shall be the sole property of the Company. To the extent any of such works are deemed not to be “works made for hire,” Executive hereby assigns the copyright and all other intellectual property rights in such works to the Company.

c. Contracts with the United States. Executive agrees to execute any licenses or assignments of the Company Inventions or the Company Copyrights as required by any contract between the Company and the United States or any of its agencies.

d.Further Assurances. Executive covenants to take all requested actions and execute all requested documents to assist the Company, or its designee, at the Company’s expense, in every way; consistent with applicable law, (1) to secure the Company’s above rights in the Company Inventions and any of the Company’s Copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, and (2) to pursue any patents or registrations with respect thereto. This covenant shall survive the termination of this Agreement. If the Company is unable for any reason, after reasonable efforts, to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, for the limited purpose of acting for and in Executive’s behalf and stead to execute such documents and to do all other lawfully permitted acts in connection with the execution of such documents.

10.Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 8 and 9 would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain 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 and in the event of a breach of Sections 8 and 9 shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement.

11.Miscellaneous.

a.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof. The parties agree to litigate any claims or disputes between them or between Executive and any affiliate or employee of the Company, including any dispute arising under or related to this Agreement, Executive’s employment or termination of employment, Executive’s compensation or benefits, and any other dispute between the parties, exclusively in the state or federal courts located in the state of Executive’s primary place of business; provided, however, that the Company may initiate a lawsuit in another state to the extent the Company deems it necessary or desirable to enjoin a breach of this Agreement by Executive. The parties hereby waive any objection to the personal jurisdiction or venue of the state and federal courts located in the state of Executive’s primary place of business, hereby submit to the personal jurisdiction and venue of such courts, and waive the defense of inconvenient forum and/or lack of personal jurisdiction.

b.Entire Agreement/Amendments. Except for the documents related to the Company and its affiliates’ equity incentive plans, this Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company, there are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. This Agreement replaces and supersedes in its entirety the Original Agreement.

c.No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

d.Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

e.Assignment. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

f.No Mitigation, No Offset. Executive will not be required to mitigate the amount of any payment contemplated by Section 7, nor will any such payment be reduced by any earnings Executive may receive from any other source. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.

g.Successors; Binding Agreement; Survival. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributes, devises and legatees. All provisions of this Agreement shall survive the termination and/or expiration of this Agreement and/or the termination of Executive’s employment with the Company for any reason, including without limitation, the Company’s obligations under Section 7 and the Executive’s obligations under Sections 8 and 9 above, to the extent necessary to enable the parties to enforce their respective rights hereunder.

h.Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

510-530 Walnut Street, Suite 1350

Philadelphia,‎ PA‎ 19106

If to Executive:

Executive’s address as reflected on the payroll records of the Company.

i. Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.

j. Cooperation. Following termination of Executive’s employment with the Company, Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder and the Company agrees that it shall promptly reimburse Executive for his reasonable and documented expenses in connection with his rendering assistance and/or cooperation under this Section 11(j) upon his presentation of documentation for such expenses. This provision shall survive any termination of this Agreement.

k.Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

l. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

m.Insurance. Notwithstanding anything to the contrary herein:

(i)All rights Executive has to indemnification as a director, officer or fiduciary pursuant to any agreement, applicable statue, Company bylaws or articles of organization as in effect from time to time shall not be impacted by the provisions of this Agreement and all such rights, if any, shall survive the termination and/or expiration of this Agreement and/or the termination of Executive’s employment with the Company; and

(ii)So long as Executive is employed by the Company, and for a period of six (6) years following Executive’s termination of employment, the Company agrees to purchase and maintain insurance for Executive’s benefit, covering director, officer and fiduciary liability on the same basis as active directors, officers and/or fiduciaries, as applicable, of the Company.

n. Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or are exempt from Section 409A and this Agreement shall be interpreted and construed in a manner that establishes an exemption from (or compliance with) the requirements of Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted in a manner that complies with Section 409A to the extent necessary to comply with Section 409A. Notwithstanding anything herein to the contrary, (i) if, on the date of termination, the Executive is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is the first business day of the seventh month following the date of termination (or the date of Executive’s death, if earlier), and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, reasonably determined by the Company, that preserves the economic benefit and original intent thereof but does not cause such an accelerated or additional tax. Notwithstanding anything to the contrary herein, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of

amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean separation from service. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A (1) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (2) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (3) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Notwithstanding the foregoing, the Company does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

o. Costs and Expenses. If any action or proceeding is brought by either party hereto seeking to collect any damages resulting from, or the injunction of any action constituting, a breach of any of the terms or provisions of this Agreement, then the party found to be at fault shall pay all reasonable costs and attorneys’ fees of the other party.

p. No Drafting Party. The Executive acknowledges that he has had an opportunity to negotiate any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against a party on the basis of who drafted this Agreement.

q. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY.

r. Nondisparagement. At all times during the Employment Term and thereafter, regardless of the reason for termination, Executive will not publicly disparage the Company, the members of its Board and its senior executives, and its products or services, and the Company will not, and will not permit the members of the Board or its senior executives to, publicly disparage Executive. Nothing contained herein shall apply to truthful testimony given by any persons in any judicial or other governmental proceeding pursuant to subpoena or other legal process.

*****

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

AgroFresh Solutions, Inc.

/s/ Nance K. Dicciani

By: Nance K. Dicciani

Title: Chair, BoD

/s/ Thomas Ermi

THOMAS ERMI

By: Thomas Ermi