James Dullum - Dec 31, 2023 Form 4 Insider Report for Mondee Holdings, Inc. (MOND)

Role: Chief Operating Officer
Signature: /s/ James Dullum
Stock symbol: MOND
Transactions as of: Dec 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/3/2024, 09:19 PM
Previous filing: Dec 14, 2023
Next filing: Jun 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MOND	Class A Common Stock, par value $0.0001 per share	Other		+100K	+59.6%		268K	Dec 31, 2023	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain earn-out agreement, dated December 20, 2021, by and among the Issuer, the Reporting Person, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination (the "Registration Statement"), and the Award Agreement between the Issuer and the Reporting Person date December 31, 2023 (the "Award Agreement"), the Issuer issued to the Reporting Person 100,000 shares of Class A Common Stock (the "Earn-Out Shares"). The Earn-Out Shares vest during the four years period following the Closing Date (the "Vesting Period").
F2	The Vesting Period is as follows--if at any time during the Vesting Period: (i) the price of the shares of Class A Common Stock exceeds a volume-weighted-average price ("VWAP") of $12.50 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; (ii) the price of the shares of Class A Common Stock exceeds VWAP of $15.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; and (iii) the price of the shares of Class A Common Stock exceeds a VWAP of $18.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture. Any Earn-Out Shares that do not vest during the Vesting Period shall be redeemed and cancelled in accordance with the Earn-Out Agreement.
F3	Subject to certain vesting and forfeiture terms in the Earn-Out Agreement and Award Agreement, the Issuer agreed to grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 12,500 Earn-Out Shares being issued on March 31, 2024, and the final 12,500 Earn-Out Shares being issued on December 31, 2025.