Blackbaud, Inc. - Amended and Restated Employment Agreement with Michael P. Gianoni

Blackbaud, Inc. has entered into an Amended and Restated Employment and Noncompetition Agreement with its CEO, Michael P. Gianoni. The agreement, effective January 1, 2026, extends through December 31, 2027, with options for annual renewal. Mr. Gianoni will continue as CEO and President, with a base salary of $800,000, subject to annual increases at the Board's discretion. He is eligible for annual equity-based performance bonuses with a target value of 100% of his base salary, ranging from 0% to 200% of the target, vesting one year after grant. Additionally, he may receive an annual equity award valued between $6 million and $12 million, vesting over three years, with up to 70% contingent on company performance. The agreement also outlines compensation and benefits comparable to other executive leaders, including legal expense reimbursement up to $25,000 for the agreement's negotiation. Severance provisions are detailed for termination without cause or resignation for good reason, including salary continuation for 24 months, pro-rated bonus payout, and accelerated vesting of equity awards. In the event of a change in control, enhanced severance benefits apply, including accelerated vesting of all equity and COBRA premium reimbursement for 12 months. Termination for cause, death, or disability results in different benefit outcomes, with specific definitions provided for "Cause" and "Good Reason." The agreement also includes non-compete and non-solicitation clauses.