Executive Compensation
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Executive Compensation
Item
11. Executive Compensation.
None of our directors or officers have
received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on the
NYSE through the earlier of consummation of our initial Business Combination and our liquidation, we will pay an affiliate of our
Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, directors and officers,
or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our
audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or our or
any of their respective affiliates. In September 2020, our Sponsor transferred 100,000 founder shares to Jay Parikh, at their original
per-share purchase price. In November 2020, pursuant to a Director Restricted Stock Unit Award Agreement, dated November 13, 2020,
between the Company and Ms. Dulski, we granted 100,000 restricted stock units ("RSUs") to Ms. Dulski, which grant is
contingent on both the consummation of our initial Business Combination and a shareholder approved equity plan. The RSUs will vest
upon the consummation of such initial Business Combination and represent 100,000 Class A ordinary shares of the Company that will
settle on a date we select in the year following the year in which such Business Combination occurs.
After the completion of our initial Business
Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation
from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer
materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination. It
is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will
be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the
completion of our initial Business Combination will be determined by a compensation committee constituted solely by independent
directors.
We are not party to any agreements with
our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment
or consulting arrangements may influence our management's motivation in identifying or selecting a target business, and we
do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination
should be a determining factor in our decision to proceed with any potential Business Combination.