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HomeMy WebLinkAboutJMS__Waterloo_Fiber_GM_Search_Agreement - 6.10.26© 2026 JM Search. All Rights Reserved. SEARCH AGREEMENT Date: June 1, 2026 Client: Waterloo Fiber Search Assignment: General Manager/CEO FEE STRUCTURE: The search fee will be one-third (1/3) of the placed candidate’s first full year remuneration. The search fee will be calculated on base salary, sign-on bonus and the first full-year (annualized) target bonus, as expressed in the final written offer of employment (the “Compensation Package”). Waterloo Fiber (hereinafter, the “Client”) agrees to the payment schedule set forth below. All fees are to be paid in United States dollars, are non-refundable and may be subject to state and local sales tax, which will be added to your invoice. All invoices are due and payable within fifteen (15) days. Payment instructions are set forth below. Minimum Search Fee: $75,000 Payment Schedule: • Initial Retainer (based on the estimated salary and bonus ranges) in the amount of $25,000 will be invoiced upon a fully executed agreement. Receipt of this Initial Retainer will allow JM Search to release the first set of candidates. • Second Installment (based on the estimated salary and bonus ranges) in the amount of $25,000 will be invoiced 30 days from the date of the fully executed agreement. • Final True Up will be invoiced upon the placed candidate’s formal acceptance of the role with the Client and will be based on the final official Compensation Package (less the Initial Retainer and Second Installment fees if already paid), or $25,000, whichever is higher. Payment Instructions: JM SEARCH & COMPANY PAYMENT INSTRUCTIONS: Wilmington Savings Fund Society (WSFS) 500 Delaware Avenue Wilmington, DE 19801 Checking Account #: 9107445889 ABA/Routing # (for wire and ACH payments): 031-100-102 SWIFT/BIC Code: WSFCUS33 for incoming USD only 1045 First Avenue, Suite 110 King of Prussia, PA 19406 610.964.0200 jmsearch.com Docusign Envelope ID: 7BF3F5E9-B49E-830A-83B8-1ECF11E38D98 © 2026 JM Search. All Rights Reserved. GUARANTEE: If the placed candidate is no longer employed by the Client within one year from the candidate’s start date due to performance related issues or voluntary termination, JM Search will commence a replacement search for the originally placed candidate only at no additional search fee, provided that all fees due under the terms of this Agreement (including the Initial Retainer, Second Installment, and Final True Up) have been paid in full by the Client. A replacement search must be commenced within 30 days of the placed candidate’s termination and for the same position only. The guarantee will not apply if (i) the departure of the placed candidate is due to layoff, company reorganization, a change of control, duties or responsibilities ; (ii) the placed candidate resigns due to misrepresentation of the company or position; or (iii) the Client has not paid all fees due in full. Any expenses incurred in connection with a replacement search will be paid by the Client. EXPENSE: Client agrees to reimburse JM Search for all out-of-pocket travel and related expenses that have been pre-approved in writing by the Client and are incurred by JM Search in the performance of the services. All candidate travel and related expenses shall be managed and paid directly by the Client. EXCLUSIVITY: JM Search will be the exclusive external point of contact for the purpose of recruiting and candidate evaluation. Internal candidates and candidates presented by any other source will fall under the terms of this agreement. As such, these individuals will be directed to JM Search for evaluation and coordination with the Client. The hiring of any candidate into the position from any source represents successful completion of this search effort and 100% of the search fee is due. EEOC/DIVERSE CANDIDATE RECRUITMENT: JM Search is dedicated to the principle of equal opportunity employment and is committed to helping its clients achieve this goal through compliance with relevant employment laws and by actively sourcing diverse candidates in the course of the search process. SUSPENDED AND CANCELLED SEARCHES: If this search is cancelled within 60 days from the date of the fully executed agreement, the Initial Retainer and Second Installment of the Projected Search Fee will represent payment in full for this search effort. If the search is cancelled after 60 days from the date of the fully executed agreement, the full Projected Search Fee will be due (less the Initial Retainer and/or Second Installment if already paid). Any fees paid pursuant to this agreement will not be credited towards other current or future search efforts. If a search is suspended or placed on hold for greater than 30 days, the search will be considered cancelled, and the payment conditions set forth herein will apply. SHARING OF CANDIDATES: Client agrees not to share candidates with any affiliates or other companies including companies that may directly or indirectly be owned by the same sponsors or investors without the prior written consent of JM Search. Docusign Envelope ID: 7BF3F5E9-B49E-830A-83B8-1ECF11E38D98 © 2026 JM Search. All Rights Reserved. ADDITIONAL HIRES RESULTING FROM SEARCH ENGAGEMENT: For a period of one year following conclusion of this search effort, if the Client or any affiliates of Client hire any candidates that have been presented by JM Search during this search effort, a fee equal to 25% of the hired candidate’s first full year (annualized) Compensation Package (as defined above) will apply for each such hire. The hired candidate will be placed under the terms of the guarantee provision above. CONFIDENTIALITY/NON-DISCLOSURE OF PROPRIETARY INFORMATION: JM Search acknowledges that it may have access to confidential information relating to stra tegy, financials, personnel, intellectual property and other proprietary information of the Client and its affiliates. JM Search agrees (a) not to use such confidential information except for evaluation and for dealings between the parties, and (b) to disclose all confidential information covered under this agreement only to the extent necessary to serve the intended purpose and (c) not to disclose any confidential information to third parties who do not have a need to know. NON-SOLICITATION OF JM EMPLOYEES: The Client and its affiliates acknowledge and agree not to hire, employ or solicit any employee of JM Search at any time during this search effort or at any time thereafter for a period of two (2) years from the placed candidates start date or termination date of this search effort whichever is later. APPLICABILITY: The terms of this agreement govern efforts with regard to this search effort only. This agreement shall be governed by the laws of the State of Iowa. Please confirm agreement with the terms of this agreement by signing below. By:______________________________________________________ Name: John Warrack Date Title: Partner JM Search By: _____________________________________________________ Name: Andrew Van Fleet Date Title: Chairman of the Board Client: Waterloo Fiber Docusign Envelope ID: 7BF3F5E9-B49E-830A-83B8-1ECF11E38D98 06/10/2026 06/11/2026