Exhibit 10.1
Execution Version
Retention Bonus Agreement
WHEREAS,
Digital World Acquisition Corp., a Delaware corporation (“DWAC”), DWAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation
(“TMTG” or the “Company”), ARC Global Investments II, LLC, a Delaware limited liability company, and TMTG’s General Counsel, entered into the Agreement and Plan of Merger, dated October 20, 2021, as
amended from time to time (the “Merger Agreement”), whereby, among other transactions, Merger Sub would merge with and into TMTG (the “Business Combination”);
WHEREAS, consummation of the Business Combination was delayed, in part, as a result of an investigation into DWAC by the U.S. Securities and Exchange
Commission (the “Delay”);
WHEREAS, employees and other personnel associated with TMTG (“Affiliates”) were contractually
promised but not awarded Restricted Stock Units (“RSUs”),
WHEREAS, in lieu of such RSUs, TMTG has obtained or will obtain the agreement
of such personnel to receive cash bonuses in the cumulative amount of up to $6,380,000.00 (the “Cash Retention Bonuses”) as set forth on Schedule A;
WHEREAS, DWAC assesses that the payment of the Cash Retention Bonuses is consistent with the objective of attracting and retaining the Affiliates to ensure
the continuity of TMTG’s ongoing business;
WHEREAS, due to the Delay, DWAC agrees that it shall be liable for the payment of Cash Retention Bonuses,
which payment is due concurrently with the consummation of the Business Combination.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DWAC hereby agrees to be liable to pay TMTG upon the consummation of the Business Combination, upon satisfaction of the conditions set forth herein, the Cash
Retention Bonuses and TMTG shall pay such Cash Retention Bonuses to the Affiliates pursuant to the terms set forth herein.
The obligation of DWAC to pay the Cash Retention Bonuses is exclusively a responsibility to TMTG. This obligation does not establish any form of direct or
indirect liability, nor does it imply any constructive legal duty, to the Affiliates who are recipients of the Cash Retention Bonuses.
“Retention
Period” is the period between the date of this letter agreement (the “letter”) and the date of closing of the Business Combination. The Company will pay the Cash Retention Bonus on the next regularly scheduled pay date after
closing of the Business Combination and satisfaction of all conditions set forth herein.
An Affiliate will be eligible to receive a Cash Retention Bonus
if: (1) he or she is employed by or otherwise in service with TMTG on the date the Cash Retention Bonus is payable as set forth in the definition of “Retention Period”, and (2) he or she has not forfeited the Cash Retention Bonus
as set forth herein.
| II. |
Forfeiture of Retention Bonus |
Notwithstanding any other provision, agreement, or representation to the contrary, TMTG agrees that the obligation of DWAC herein shall not apply to an
Affiliate if:
[Retention Bonuses
Agreement – Signature Page]