EX-10.4

**Exhibit 10.4 **

**Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. **

October 30, 2026

George Johnson

[***]

You and Advantage Sales & Marketing LLC, d/b/a Advantage Solutions (the “Company”), are parties to that certain employment offer letter dated November 18, 2024 (the “Prior Agreement”). You and the Company desire to amend and restate the Prior Agreement on the terms and conditions set forth below, effective as of the date set forth above (the “Effective Date”).

| | | | | : | - | :------------- | | • | | Position |

You will continue to serve in the position of Chief Operating Officer, Demonstration Services and Workforce Operations of Advantage Solutions Inc. (“Parent”) and its direct and indirect subsidiaries (the “Company Group”), and will continue to report directly to Dave Peacock, Chief Executive Officer. Your principal place of employment will be your home office in South Carolina or the Company’s offices in Charlotte, North Carolina Orange County, California or such other place as reasonably determined by the Company in accordance with this letter agreement, and from time to time you may be required to travel to other locations in the performance of your responsibilities under this letter agreement.

You will devote substantially all of your business judgment, knowledge and skill to the performance of your duties with the Company Group, provided, however, that nothing herein or otherwise shall prevent you from (i) serving on the boards of directors of non-profit organizations, (ii) with written consent from the Company (not to be unreasonably withheld, delayed or conditioned), advising and serving on the boards of directors of non-competitive companies, (iii) participating in charitable, civic, educational, professional, community or industry affairs, and (iv) managing your personal investments and legal affairs.

| | | | | : | - | :---------------------------------------- | | • | | Compensation********* & Benefits*** |

7676 Forsyth Boulevard

Fifth Floor

St. Louis, MO 63105

YourADV.com

| | | | | : | - | :--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | • | | At Will Employment; Termination. Employment with the Company is “at will”, which means that either you or the Company can end the employment relationship at any time, with or without Cause (as defined below), subject to the provisions hereof. No one at the Company has the authority to promise you anything different, unless in writing and signed by the Company’s Chief Executive Officer. |

| | | | | | | ----------------------------------------------------------------------- | - | :: | - | - | | | | | | | | 7676 Forsyth Boulevard Fifth Floor St. Louis, MO 63105 YourADV.com | | 2 | | |


	COBRA coverage or if you become covered by the health insurance policy of any subsequent employer, the continuation of such health insurance coverage and premium subsidy by the Company shall cease). Notwithstanding the foregoing, if the Company determines that its payment of a portion of the COBRA premiums would violate applicable law, then in lieu of providing the COBRA premiums above, the Company may elect to instead pay you on the first day of each month during the COBRA coverage period specified above, a taxable cash payment equal to the portion of the COBRA premiums payable by the Company for that month. Any payments by the Company under this paragraph will commence on the First Payment Date and will include any payments that the Company would have paid through such date had such payments commenced on your termination date, with the balance of the payments paid thereafter on the schedule described above.

COBRA coverage or if you become covered by the health insurance policy of any subsequent employer, the continuation of such health insurance coverage and premium subsidy by the Company shall cease). Notwithstanding the foregoing, if the Company determines that its payment of a portion of the COBRA premiums would violate applicable law, then in lieu of providing the COBRA premiums above, the Company may elect to instead pay you on the first day of each month during the COBRA coverage period specified above, a taxable cash payment equal to the portion of the COBRA premiums payable by the Company for that month. Any payments by the Company under this paragraph will commence on the First Payment Date and will include any payments that the Company would have paid through such date had such payments commenced on your termination date, with the balance of the payments paid thereafter on the schedule described above.


	which breach, if curable in the reasonable determination of the Company, is not cured within ten (10) calendar days after a written notice specifying such breach is received by you from the Company. For the avoidance of doubt, “Cause” does not include any failure to achieve any performance targets, whether relating to you, the Company or its broader group, or otherwise.

| | | | | | - | : | - | :---------------------------------------------------------- | | | • | | “Change in Control” has the meaning set forth in Exhibit A. |

| | | | | | - | : | - | :-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | Your Base Salary for a period of eighteen (18) months (at the highest rate in effect during the twelve (12)-month period preceding the date of termination and, in the case of a diminution in your Base Salary |


	which would give rise to Good Reason for your resignation, in no event less than the Base Salary in effect prior to such diminution), payable in equal installments over the eighteen (18) month period following the date of termination. Any payments by the Company under this paragraph will commence on the First Payment Date and will include any payments that the Company would have paid through such date had such payments commenced on your termination date, with the balance of the payments paid thereafter on the schedule described above;

which would give rise to Good Reason for your resignation, in no event less than the Base Salary in effect prior to such diminution), payable in equal installments over the eighteen (18) month period following the date of termination. Any payments by the Company under this paragraph will commence on the First Payment Date and will include any payments that the Company would have paid through such date had such payments commenced on your termination date, with the balance of the payments paid thereafter on the schedule described above;

| | | | | | - | : | - | :-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | | • | | With respect to each outstanding equity award held by you, you shall be*** ***eligible to vest 100% of your then outstanding equity awards the vesting of which is time-based effective as of the date of your termination of employment, which vesting shall occur effective as of the later of (1) the effective date of your release or (2) the date of a Change in Control; provided, however, that with respect to equity awards granted to you prior to the Effective Date (the “Existing Equity Awards”), the foregoing acceleration shall only apply to the extent your Change in Control Qualifying Termination occurs pursuant to clause (1) of the definition of such term and during the period commencing on or after the date of a Change in Control and ending twenty-four (24) months thereafter. To the extent any equity awards are subject to performance-based vesting, the accelerated vesting of such equity awards that are performance-based shall be governed by the applicable equity plan and agreement pursuant to which they were granted. Further, the post-termination exercise period for any vested stock options held by you as of the date of your termination and that are not Existing Equity Awards shall be extended through the earlier to occur of (x) the eighteen (18) month anniversary of your date of termination and (y) the expiration date of such stock options. The foregoing provisions are hereby deemed to be a part of each equity award and to supersede any less favorable provision in any agreement or plan regarding such equity award (and, for the avoidance of doubt, if any equity award is subject to more favorable vesting pursuant to any agreement or plan regarding such equity award, such more favorable provisions shall continue to apply and shall not be limited by this paragraph). For the avoidance of doubt, if your termination without Cause or resignation for Good Reason occurs prior to a Change in Control but under circumstances that mean such termination or resignation could constitute a Change in Control Qualifying Termination, then any unvested portion of your outstanding equity awards that are eligible for accelerated vesting under this paragraph will remain outstanding for six (6) months or until the occurrence of a Change in Control (whichever is earlier) so that any vesting acceleration and extension benefits provided under this paragraph can be provided if a Change in Control occurs within six (6) months following such termination and you experience a Change in Control Qualifying Termination (provided that in no event will any awards remain outstanding beyond their maximum term or expiration date). The Company shall in good faith consider an amendment to your Existing Equity Awards at the time of your termination without Cause or resignation for Good Reason occurring prior to a Change in Control to provide that such awards shall be eligible for the same acceleration and extension treatment if such termination ultimately qualifies as a Change in Control Qualifying Termination. |


	constitute the payment of nonqualified deferred compensation (within the meaning of Code Section 409A) and which would otherwise be paid upon your separation from service shall not be paid before the date that is six (6) months after the date of your separation from service and any amounts that cannot be paid by reason of this limitation shall be accumulated and paid on the first day of the seventh (7th) month following the date of your separation from service (within the meaning of Code Section 409A). To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under this letter agreement shall be provided in accordance with the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to you on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (c) any right to reimbursements or in-kind benefits under this letter agreement shall not be subject to liquidation or exchange for another benefit.

constitute the payment of nonqualified deferred compensation (within the meaning of Code Section 409A) and which would otherwise be paid upon your separation from service shall not be paid before the date that is six (6) months after the date of your separation from service and any amounts that cannot be paid by reason of this limitation shall be accumulated and paid on the first day of the seventh (7th) month following the date of your separation from service (within the meaning of Code Section 409A). To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under this letter agreement shall be provided in accordance with the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to you on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (c) any right to reimbursements or in-kind benefits under this letter agreement shall not be subject to liquidation or exchange for another benefit.

| | | | | | - | : | - | :---------------------- | | | • | | Parachute Payments. |

| | | | | : | - | :-------------------------------- | | • | | Other Important Information |


	and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute were filed in superior court (or the similar court of competent jurisdiction in the jurisdiction in which the arbitration will take place). Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute were filed in superior court (or the similar court of competent jurisdiction in the jurisdiction in which the arbitration will take place). Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

If the terms of this letter agreement are acceptable to you, please sign where indicated below.

Sincerely,




/s/ David Peacock
David Peacock
Chief Executive Officer

***ACCEPTANCE ***

By signing below, I accept this letter agreement on the terms outlined above and acknowledge that my continued employment with the Company will be on an at-will basis.



/s/ George Johnson				October 31, 2026
George Johnson				Date

***Exhibit B ***

**Form of General Release **

***SEPARATION AGREEMENT AND GENERAL RELEASE ***

This Separation Agreement and General Release (the “Agreement”) is entered into by and between George Johnson (“Employee”), on the one hand, and Advantage Sales & Marketing LLC, a Nevada limited liability company (the “Company”), on the other hand.

WHEREAS, Company employed Employee pursuant to that certain amended and restated letter agreement dated as of ______, 2026, as amended or otherwise modified from time to time (the “Employment Agreement”);

WHEREAS, Employee’s employment and all of Employee’s positions with Company and its subsidiaries and affiliates terminated effective [DATE] (the “Termination Date”);

WHEREAS, Employee seeks to obtain the payments and benefits provided under the Employment Agreement;

WHEREAS, Employee acknowledges that Employee has received all accrued wages, bonus, vacation/paid time-off and any other compensation due as of the Termination Date; provided, however, that Employee understands Employee may subsequently receive a separate check for reimbursement of reasonable business expenses in accordance with Company policies; and

WHEREAS, capitalized terms used, but not defined in this Agreement, shall have the meanings ascribed to such terms in the Employment Agreement.

NOW THEREFORE, in an effort to put any and all disputes behind the parties, for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties have agreed to settle finally and forever any and all claims between them of any nature whatsoever relating to, or arising from Employee’s employment by Company and/or the termination of that employment.

1. Effective Date. This Agreement shall not become effective unless and until (i) the Company has received this Agreement signed by Employee without modification; and (ii) the seven (7)-day revocation period referenced herein has expired and Employee has not revoked Employee’s assent to this Agreement, and shall thereafter be effective as of the date such revocation period terminates without exercise (the “Effective Date”).

2. Severance Pay and Benefits. Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Company, the Company shall provide Employee with the [Non-CIC Severance Benefits][CIC Severance Benefits] set forth in the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement.1 In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Employee the Accrued Rights described in the Employment Agreement, subject to and in accordance with the terms thereof.

2.1 To the extent the payments set forth in Section 2 and its subsections paid by the Company to Employee are considered taxable income, they will be reported on a Form W-2 issued to Employee for the applicable year.

2.2 In the event the Company, after reasonable investigation, determines that Employee has materially breached Employee’s obligations under (i) this Agreement; (ii) the CPPSA; (iii) any restrictive covenants with the Company (including any restrictive covenants contained in the CPPSA) (the “Restrictive Covenants”); (iv) the confidentiality or non-disparagement obligations contained in the Employment Agreement or CPPSA; or (v) the Seventh Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented or otherwise modified from time to time, (the “LP Agreement”), if applicable, Employee’s eligibility for any severance payments and benefits shall cease immediately.

2.3 Employee acknowledges that the foregoing severance pay and benefits exceed any earned wages or anything else of value otherwise owed to Employee by the Company.

| | | | : | :--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | 1 | Note to Draft: Actual severance payments and benefits to be included here depending on circumstances of termination based on applicable section of the Employment Agreement, including if the termination is or could qualify as a Change in Control Qualifying Termination. |

3. General Release of Claims.

3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators, executors, representatives, predecessors, successors, assigns, related organizations and related employee benefit plans (collectively, the “Company Releasees”), of, from and for any and all claims, rights, causes of action, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present, or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising out of or related to Employee’s employment with Company or the termination of Employee’s employment by Company (hereinafter referred to as “Employee’s Released Claims”), from the beginning of time up to and including the Effective Date, including without limitation, any claims, debts, obligations, and causes of action of any kind arising under any (i) contract including but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims) or (iii) any federal, state or local statutory law including, without limitation, any law which prohibits discrimination or harassment on the basis of sex, race, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind; provided, however, that Employee’s release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits, any claims for indemnity under the bylaws of the Company, as provided for by state law or under any applicable indemnification agreement or insurance policy with respect to Employee’s liability as an employee, director or officer of the Company, claims to any benefit entitlements vested as the date of separation of Employee’s employment pursuant to written terms of any employee benefit plan of the Company or its affiliates and Employee’s claims for any breach of the Company’s executory obligations under the Employment Agreement.

3.2 Employee represents and warrants that Employee has brought no complaint, claim, charge, action or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.

3.3 Except with respect to a breach of obligations arising out of this Agreement, if any, and to the fullest extent permitted by law, execution of this Agreement by the parties operates as a complete bar and defense against any and all of Employee’s Released Claims.

4. Waiver of Unknown Claims. Employee expressly acknowledges that Employee has read and understood the following language contained in Section 1542 of the California Civil Code:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

But for the obligations arising from this Agreement, having reviewed this provision, Employee nevertheless hereby voluntarily waives and relinquishes any and all rights or benefits Employee may have under section 1542, or any other statutory or non-statutory law of similar effect. Thus, Employee expressly acknowledges this Agreement is intended to and does include in its effect, without limitation, all claims Employee does not know or suspect to exist in Employee’s favor at the time of signing this Agreement, and that this Agreement extinguishes any such claims. Employee warrants that Employee has consulted counsel and/or has had the opportunity to consult with counsel about this Agreement and specifically about the waiver of section 1542 (or other state law of similar effect) and that Employee understands the section 1542 (or other state law of similar effect) waiver and freely and knowingly enters into this Agreement. Employee

acknowledges that Employee may later discover facts different from or in addition to those Employee now knows or believes to be true regarding the matters released or described in this Agreement, and even so, Employee agrees that the releases contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any different or additional facts.

5. No Admissions. By signing this Agreement, the Company does not admit to any wrongdoing or legal violation by the Company or the Company Releasees.

6. Cooperation. Employee hereby agrees to cooperate with and provide requested assistance to Company with respect to any claim, cause of action, litigation, or other matter involving the Company, in which: (a) Employee (i) has significant knowledge, or (ii) was intimately involved, during the course of Employee’s employment, and (b) such requested assistance and/or cooperation is reasonably necessary and appropriate. For the avoidance of doubt, nothing in this Section 6 is intended to require Employee to provide anything but truthful and accurate information or testimony in the event Employee is asked for information or called to testify.

7. Return of Information and Property. Employee represents that as of the date of Employee’s execution of this Agreement, Employee has returned to the Company, all Company property, equipment, confidential information, records, electronically stored data and other materials relating to Employee’s employment, including tools, documents, papers, computer software, passwords and other identification materials, ID cards, keys, credit cards, personal computers, tablets, cell phones, and/or instruction manuals. This obligation applies to all materials relating to the affairs of the Company or any of its customers, clients, vendors, employees, or agents that may be in Employee’s possession or control. All such Company property must be returned by Employee in order for Employee to commence receiving the severance pay and benefits provided under Section 2 hereof.

8. Compliance with Prior Restrictive Covenants. Employee hereby reaffirms Employee’s obligations under the Restrictive Covenants.

9. Remedy for Breach.

9.1 Employee acknowledges that Employee’s breach of the obligations contained in this Agreement would cause the Company irreparable harm that could not be reasonably or adequately compensated in damages in an action at law. If Employee breaches or threatens to breach any of the provisions contained in this Agreement, the Company shall be entitled to an injunction, without bond, restraining Employee from committing such breach. The Company’s right to exercise its option to obtain an injunction shall not limit its right to any other remedies for breach of any provision of this Agreement.

9.2 Employee agrees that Employee’s obligations under this Agreement shall be absolute and unconditional.

9.3 The foregoing shall in no way limit the Company’s rights under Section 2.2 of this Agreement.

10. Other Rights*** & Obligations*. Nothing in this Agreement shall limit any rights or obligations of the Employee under the LP Agreement or any other agreement pertaining to Employee’s ownership of Units (as defined in the LP Agreement).

11. Confidentiality. Employee agrees the terms and conditions of this Agreement shall be confidential and shall not be disclosed except (as applicable) (i) as required by subpoena or otherwise by law; (ii) to an accountant or tax preparer for the purposes of preparing tax returns only; (iii) to Employee’s attorney; or (iv) to Employee’s spouse; provided, however, that Employee advises the person receiving such information of the confidentiality obligations required as to such information, and such person commits to keep such information confidential on terms no less stringent than the terms of this Agreement. Further, if Employee receives a subpoena, court order, or other compulsory process requiring disclosure of the terms of this Agreement, Employee shall provide written notice to the Company so as to afford the Company a reasonable opportunity to seek a protective order, to the fullest extent permitted by law. If application for a protective order is made promptly by the Company, Employee shall not disclose the terms of this Agreement prior to receiving a court order or consent of the Company.

12. Employee Representations. Employee represents and agrees that Employee (a) has suffered no injuries or damages in the course and scope of Employee’s employment with the Company that Employee did not already report to the Company; (b) fully understands all terms of this Agreement and is signing it voluntarily and with full knowledge of its significance; and (c) is not relying and has not relied upon any representation or statement made by the Company or its agents, representatives or attorneys, with regard to the subject matter, basis or effect of this Agreement or otherwise, other than as specifically stated in this Agreement.

13. Notice. All notices or other communications hereunder shall be provided in accordance with the “Notices” provision in the Employment Agreement.

14. No Modification. No modification to any term or provision contained in this Agreement shall be binding upon any party unless made in writing and signed by both parties.

15. Severability. If any provision of this Agreement is held to be unenforceable for any reason, all of the remaining parts of the Agreement shall remain in full force and effect.

16. No Assignment. Each party represents Employee or it has not assigned any portion of the Employee’s Released Claims to any third party.

17. Choice of Law. This Agreement shall be governed by the laws of the State of South Carolina, without regard to any conflicts of laws principles thereof that would call for the application of the laws of any other jurisdiction.

18. Entire Agreement. This Agreement and the Employment Agreement (together with the documents referred to herein and therein, including without limitation the Restrictive Covenants) supersede all prior agreements between the parties with respect to their subject matter, and are a complete and exclusive statement of the terms of the agreement between the parties with respect hereto and thereto.

19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original. Any counterpart signature transmitted by facsimile or by sending a scanned copy by email or similar electronic transmission shall be deemed an original signature.

20. Successors and Assigns. This Agreement shall bind and shall inure to the benefit of the successors and assigns of each party. With respect to Employee, this Agreement shall also bind and inure to the benefit of Employee’s heirs and assigns.

21. Delivery by Facsimile or Email. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or email with scan or facsimile attachment, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties (with any costs associated with such request and delivery to be assumed by the requesting party). No party hereto shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or email as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.

22. ADEA Provisions and Notification. In compliance with the requirements of the Age Discrimination in Employment Act (ADEA), as amended by the Older Workers’ Benefit Protection Act of 1990, Employee acknowledges by Employee’s signature below that, with respect to the rights and claims waived and released herein under the ADEA, Employee has read and understands this Agreement and specifically understands the following:

22.1 That Employee is advised to consult with an attorney before signing this Agreement;

22.2 That Employee is releasing the Company Releasees from, among other things, any claims which Employee might have against any of them pursuant to the ADEA as amended;

22.3 That the releases contained in this Agreement do not cover any rights or claims that may arise after the date on which Employee executed this Agreement;

22.4 That Employee has been given a period of twenty-one (21) days in which to consider this Agreement but if Employee elects to forego any portion of the twenty-one (21) day period Employee understands and agrees that Employee does so voluntarily and is waiving the balance of the twenty-one (21) day period; and

22.5 That Employee may revoke this Agreement during the seven (7) day period following the date of Employee’s execution of this Agreement by giving written notice of said revocation in accordance with the notice provision of this Agreement, and that this Agreement will not become binding and effective until the seven (7) day revocation period has expired.

23. Dispute Resolution. All disputes under this Agreement shall be governed by the “Arbitration” provision in the Employment Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.



Dated:_________, 20___
				George Johnson

				Advantage Sales & Marketing LLC

Dated:_________, 20___

				By:
				Name:
				Title:

FILING DETAILS