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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 10, 2025
SOLIDION TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41323 |
|
87-1993879 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
13344 Noel Road, Suite 1100
Dallas, TX 75240
(Address of principal executive offices, including
zip code)
(972) 918-5120
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
STI |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Solidion Technology, Inc. (the “Company”)
appointed Dr. Bor Jang and Dr. Songhai Chai as Chief Science Officer and Chief Technology Officer, respectively, in connection with the
closing of its business combination on February 2, 2024 (the “Closing Date”), with a goal of entering into employment agreements
with each of them as soon as practicable following the Closing Date. Since the Closing Date, Dr. Jang has also served as Executive Chairman
of the Board of Directors of the Company (the “Board”).
On February 10, 2025 (the “Signing Date”), the Company entered
into employment agreements with each of Dr. Jang (the “Jang Employment Agreement”) and Dr. Chai (the “Chai Employment
Agreement” and, together with the Jang Employment Agreement, the “Employment Agreements”). The Compensation Committee
of the Board (the “Compensation Committee”), which is made up entirely of independent directors in accordance with Nasdaq
listing rules, approved the Company’s entry into the Employment Agreements.
The Jang Employment Agreement provides for a starting annual base salary
of $200,900 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such bonus may be paid
in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash. Under the Jang Employment Agreement,
the parties acknowledge that Dr. Jang, with the Company’s consent, is employed in an executive capacity by Global Graphene Group,
Inc. (“G3”) and also serves on G3’s board of directors. Dr. Jang represents and warrants that he will devote approximately
seventy percent (70%) of his business time and efforts to the performance of duties assigned to him under the Jang Employment Agreement.
Dr. Jang agrees he will not engage in any other paid work, other than his simultaneous employment by G3, unless he notifies the Board
or its designee in advance of his intent to engage in other paid work and receives the express written consent of the Board or its designee
to do so. G3 beneficially owns approximately 51.4% of the outstanding shares of common stock of the Company as of the date of this Current
Report.
The Chai Employment Agreement provides for a starting annual base salary
of $225,000 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such bonus may be paid
in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash.
The Employment Agreements provide for an initial term of two years
commencing on the Closing Date, subject to annual renewal for additional, successive one-year terms. The Employment Agreements provide
for a one-time transition bonus to Dr. Jang and Dr. Chai in the amount of $63,935.89 and $99,041.10, respectively, less applicable withholdings
and deductions, paid in a lump sum on the Signing Date.
The Employment Agreements generally provide for (i) the initial one-time
grants to Dr. Jang and Dr. Chai of at-the-money warrants to purchase at least 400,000 and 200,000, respectively, shares of the Company’s
common stock with an expiration on the fifth anniversary of the Closing Date; (ii) the initial one-time grants of 200,000 and 100,000,
respectively, shares of unrestricted stock (“Unrestricted Stock”); and (iii) annually thereafter, the grant of 200,000 and
100,000 shares of restricted stock (“Restricted Stock”) of the Company each year. The awards (i) will be subject to vesting
on three equal installments on each of the first three anniversaries of the Closing Date, (ii) will be made pursuant to the terms and
conditions of the Company’s 2023 Long-Term Incentive Plan (the “Plan”) and (iii) will be evidenced by an award agreement
between the Company and the Executive, pursuant to the terms of the Plan.
The Employment Agreements generally provide for the right to receive
or participate in all employee benefit programs and perquisites established from time to time by the Company on a basis that is no less
favorable than such programs and perquisites are provided by the Company to the Company’s other senior executives.
The Employment Agreements further provide that if either executive
is terminated for any reason, the executive shall receive the following: (i) Executive’s Base Salary through and including the effective
date of termination; (ii) payment for accrued unused vacation time, subject to the Company’s then current vacation policy; (iii)
payment of any vested benefit; (iv) payment of Executive’s discretionary bonus for the prior fiscal year, to the extent not yet
paid as of the termination date; (v) payment of a prorated discretionary bonus based on the number of days employed during the fiscal
year, which shall be paid within sixty (60) days of the end of the Fiscal Year; and (vi) payment for unreimbursed business expenses.
The Employment Agreements further provide that if either executive
is terminated by the Company without Cause (as defined in the Employment Agreements), by the Company by notice of non-renewal, or by the
executive for Good Reason (as defined in the Employment Agreements), in addition to the payments set forth above, and provided the executive
execute a release in the form attached to the Employment Agreements, the executive will be entitled to receive severance benefits that
consist of: (i) 12 months of base salary immediately prior to the termination date, in the form of salary continuation; and (ii) 12 months
of health insurance benefits continuation, or the Company will pay or reimburse Executive for the portion of the COBRA premium that is
equal to the insurance premium the Company would pay if the executive were then an active employee of the Company.
Each executive is also subject to confidentiality and assignment of
intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months post-employment non-competition
and non-solicitation of employees and customer provisions.
The foregoing descriptions of the Employment Agreements do not purport
to be complete and are qualified in their entirety by reference to their complete texts, copies of which have been attached as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Unregistered Sales of Equity Securities.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Dated: February 14, 2025 |
| |
|
| |
SOLIDION TECHNOLOGY, INC. |
| |
|
| |
By: |
/s/ Jaymes Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer |
Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this
“Agreement”), dated as of February 10, 2025 (the “Effective Date”), between Solidion Technology,
Inc. (the “Company”) and Bor Jang (“Executive,” together with the Company, the “Parties”
and, each, a “Party”).
WHEREAS, the Company desires
to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, on the basis
of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. Employment;
Title; Duties and Location. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company,
on the terms and subject to the conditions set forth herein. During the Employment Period (as defined below), Executive shall serve the
Company as Chief Science Officer and shall report exclusively and directly to the Chief Executive Officer of the Company. Executive shall
perform the duties consistent with Executive’s title and position and such other duties commensurate with such position and title
as shall be specified or designated by the Company from time to time. The principal place of performance by Executive of Executive’s
duties hereunder shall be the Company’s offices in Dayton, Ohio, although Executive may be required to reasonably travel outside
of such area in connection with the performance of Executive’s duties.
2. Term.
Executive’s employment began on February 2, 2024, which was the closing date (the “Closing Date”) of the business
combination by and among Nubia Brand International Corp., Honeycomb Battery Company, an Ohio corporation, and Nubia Merger Sub, Inc.,
an Ohio corporation and wholly-owned subsidiary of Nubia, pursuant to that certain Merger Agreement, dated February 16, 2023, as amended,
and shall continue for a two-year period thereafter (the “Initial Term”), subject to earlier termination exclusively
as provided for below, and subject to extension as provided in the following sentence. Following the Initial Term, provided Notice of
Non-Renewal has not been given (as defined herein) and provided Executive’s employment has not previously been terminated, Executive’s
employment hereunder shall automatically be extended for successive, additional one-year periods (each a “Renewal Term”),
subject to earlier termination exclusively as provided for below. For the purposes of this Agreement, the “Term” at
any given time shall mean the Initial Term as it may have been extended by one or more Renewal Terms as of such time (without regard to
whether Executive’s employment is terminated prior to the end of such Term), and the “Employment Period” means
the period of Executive’s employment hereunder (regardless of whether such period ends prior to the end of the Term and regardless
of the reason for Executive’s termination of employment hereunder).
3. Compensation.
During the Employment Period only (unless otherwise expressly provided for herein), Executive shall be entitled to the following compensation
and benefits.
3.1 Salary.
Executive shall receive a base salary (the “Base Salary”) payable in substantially equal installments in accordance
with the Company’s normal payroll practices and procedures in effect from time to time, which currently consist of semi-monthly
payments, and subject to applicable withholdings and deductions. Executive’s starting Base Salary shall be at the annual rate of
$200,900. The parties acknowledge that the starting Base Salary gives effect to the Executive’s dual employment relationship described
in Section 4.2. Executive’s Base Salary shall be reviewed annually by the Board (or the compensation committee of the Board),
pursuant to the Company’s normal compensation and performance review policies for senior level executives.
3.2 Transition
Bonus. Executive shall receive one transition bonus (the “Transition Bonus”), less applicable withholdings and
deductions, in the amount of $63,935.89. The Transition Bonus shall be paid in a lump sum on the Effective Date, except as otherwise provided
herein.
3.3 Discretionary
Bonus. Executive shall be eligible to receive a discretionary performance-based bonus (a “Discretionary Bonus”)
with respect to each fiscal year of the Company (a “Fiscal Year”) based on the terms and conditions hereof. Executive’s
target bonus shall be 40% of Executive’s then-applicable Base Salary, and the Discretionary Bonus for any Fiscal Year may be higher
than 40% of the Base Salary. The actual amount of Executive’s Discretionary Bonus will be determined by the Board in good faith
based on reasonable performance metrics for Executive that are established by mutual agreement of the Board and Executive no later than
sixty (60) days after the start of each Fiscal Year, commencing with the fiscal year ending December 31, 2025. Any Discretionary Bonus
may be paid in cash, shares of stock, or a combination of the foregoing, although at least twenty-five percent (25%) of the Discretionary
Bonus shall be paid in cash. Any Discretionary Bonus for a given Fiscal Year shall be paid within sixty (60) days after the end of such
Fiscal Year.
3.4 Warrants;
Equity Awards. Subject to the approval of the Board and/or its Compensation Committee, on the later of (a) the Effective Date and
(b) the date of effectiveness of a Registration Statement on Form S-8 (“Form S-8”) under the Securities Act of 1933,
as amended (the “Securities Act”), is available to register the offer and/or the sale of the Company’s securities
set forth below to the Executive, the Executive shall be issued at-the-money warrants to purchase at least 400,000 shares of the Company’s
common stock with an expiration on the fifth anniversary of the Closing Date and shall be granted 200,000 shares of unrestricted stock
(“Unrestricted Stock”). Subject to the approval of the Board and/or its Compensation Committee and the availability
of a Form S-8, annually thereafter during the Employment Period, Executive shall be granted 200,000 shares of restricted stock (“Restricted
Stock”) of the Company each year. The Unrestricted Stock and the Restricted Stock awards (i) shall be subject to vesting on
three equal installments on each of the first three anniversaries of the Closing Date, (ii) shall be made pursuant to the terms and conditions
of the Company’s 2023 Long-Term Incentive Plan (the “Plan”) attached hereto as Exhibit A, and (iii) shall
be evidenced by an award agreement between the Company and the Executive, pursuant to the terms of the Plan.
3.5 Benefits.
Executive shall have the right to receive or participate in all employee benefit programs and perquisites established from time to time
by the Company on a basis that is no less favorable than such programs and perquisites are provided by the Company to the Company’s
other senior executives, subject to the eligibility requirements and other terms of such programs and perquisites, and subject to the
Company’s right to amend, terminate or take other action with respect to any such programs and perquisites.
3.6 Vacation
and Other Paid Time Off. Executive shall be entitled to fifteen (15) days of paid vacation and seven (7) fixed holidays, as well as
wellness days and any other paid time off, each year in accordance with then current Company policy.
3.7 Required
Taxes and Withholdings. The Company shall withhold from any payments made to Executive (including, without limitation, those made
under this Agreement) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental
regulation or ruling.
4. Exclusivity,
Best Efforts and Dual Employment.
4.1 During
the Employment Period, Executive shall (i) in all respects conform to and comply with the lawful directions and instructions given to
Executive by the Company; (ii) subject to the proviso below and Section 4.2, devote Executive’s entire business time, energy
and skill to Executive’s services under this Agreement; (iii) use Executive’s best efforts to promote and serve the interests
of the Company and to perform Executive’s duties and obligations hereunder in a diligent, competent, and lawful manner; (iv) comply
with all applicable laws and regulations, as well as the policies and practices established by the Company from time to time and made
applicable to its employees generally or senior executives; (v) not engage in any other business, profession or occupation for compensation
or otherwise, except as provided below; and (vi) not engage in any activity that, directly or indirectly, impairs or conflicts with the
performance of Executive’s obligations and duties to the Company, provided, however, that the foregoing shall not prevent
Executive from managing Executive’s personal affairs and passive personal investments and participating in charitable, civic, educational,
professional or community affairs, including but not limited to delivering lectures, fulfilling speaking engagements, and/or teaching
at educational institutions so long as, in the aggregate, any such activities do not unreasonably interfere or conflict with Executive’s
duties hereunder or create a potential business or fiduciary conflict with the Company.
4.2 The
parties acknowledge that Executive, with the Company’s consent, is employed in an executive capacity by Global Graphene Group, Inc.
(“G3”) and also serves on G3’s board of directors. The parties anticipate that Executive will be able to satisfactorily
perform the duties assigned to Executive under this Agreement notwithstanding Executive’s simultaneous employment by G3. Executive
represents and warrants that Executive shall devote approximately seventy percent (70%) of Executive’s business time and efforts
over the course of any reasonably representative time period to the performance of duties assigned to Executive under this Agreement.
Executive shall not engage in any other paid work, other than his simultaneous employment by G3, unless Executive notifies the Board or
its designee in advance of Executive’s intent to engage in other paid work and receives the express written consent of the Board
or its designee to do so.
4.3 Notwithstanding
the foregoing, Executive may also serve on one or more corporate boards of another company (and committees thereof) upon giving advance
notice to the Board prior to commencing service on any other corporate board; provided such entities are not competitive with the Company
and subject to the provisions of Section 8.
5. Reimbursement
for Expenses. Executive is authorized to incur reasonable expenses in the discharge of the services to be performed hereunder in accordance
with the Company’s expense reimbursement policies, as the same may be modified by the Company from time to time in its sole and
complete discretion (the “Reimbursement Policies”). Subject to the provisions of this Agreement and applicable law,
including Section 409A, the Company shall reimburse Executive for all such proper expenses upon presentation by Executive of itemized
accounts of such expenditures in accordance with the terms of the Reimbursement Policies.
6. Termination.
6.1 Death.
Executive’s employment shall immediately and automatically be terminated upon Executive’s death.
6.2 Disability.
The Company may, subject to applicable law, terminate Executive’s employment due to a Disability by providing written notice of
such termination and its effective date to Executive. For purposes of this Agreement, “Disability” means a disability
that entitles Executive to benefits under the applicable Company long-term disability plan covering Executive and, in the absence of such
a plan, that Executive shall have been unable, due to physical or mental incapacity, to substantially perform Executive’s duties
and responsibilities hereunder for 180 consecutive days. In the event of any question as to the existence, extent or potentiality of Executive’s
Disability upon which the Company and Executive cannot agree, such question shall be resolved by a qualified, independent physician mutually
agreed to by the Company and Executive, the cost of such examination to be paid by the Company. If the Company and Executive are unable
to agree on the selection of such an independent physician, each shall appoint a physician and those two physicians shall select a third
physician who shall make the determination of whether Executive has a Disability. The written medical opinion of such physician shall
be conclusive and binding upon each of the Parties as to whether a Disability exists and the date when such Disability arose. This section
shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent applicable)
and any applicable state or local laws. Until such termination, Executive shall continue to receive his compensation and benefits hereunder,
reduced by any benefits payable to him under any Company-provided disability insurance policy or plan applicable to him.
6.3 For
Cause by the Company. The Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably
describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means (i) (A) material failure
by Executive to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement,
or (B) willful failure by Executive to substantially perform Executive’s duties and responsibilities under this Agreement, which,
in either case of (i)(A) or (i)(B) hereof, is not promptly remedied within 90 days after the Company gives Executive written notice specifying
such failure or breach in reasonable detail; (ii) the conviction of, or entering a plea of guilty or no contest to, by Executive of (A)
a felony or (B) any other crime involving moral turpitude; (iii) the commission by Executive of theft, fraud, breach of trust or any material
act of dishonesty involving the Company or its subsidiaries or, in their capacities as such, any of its customers, suppliers or other
business relations, or (iv) a material violation by Executive of the code of conduct of the Company or its subsidiaries (to the extent
such code of conduct has been provided to or made available to Executive) or breach of any statutory or common law duty of loyalty to
the Company or its subsidiaries, which violation or breach is not promptly remedied within ninety (90) days after the Company gives Executive
written notice specifying such breach in reasonable detail.
6.4 Resignation
by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason by written notice of such
resignation in compliance with the terms of this Section. For the purpose of this Agreement, “Good Reason” means, without
Executive’s express written consent (which may be withheld for any reason or no reason), any of the events or conditions described
in the following subsections (i) through (v), provided that Executive provides notice to the Company within sixty (60) days following
the date which the Executive initially has actual knowledge of the occurrence of any such event or condition and the Company does not
fully correct the situation within thirty (30) days after such notice of Good Reason: (i) a reduction by the Company in Executive’s
Base Salary (other than a temporary, proportional reduction as part of a generalized reduction in the base salaries of senior management
of the Company not to exceed 5% of Base Salary then currently in effect); (ii) the Company changing the location of Executive’s
principal work location to a location more than thirty (30) miles from such location; (iii) a material reduction or material negative
change by the Company in the type or level of compensation and benefits provided by the Company to Executive; or (iv) any material adverse
change in the nature or scope of the Executive’s authority, duties or responsibilities with respect to the Chief Science Officer
of the Company, including, but not limited to, the failure of the Company to continue the Executive in a position having the responsibilities
of Chief Science Officer; (v) material breach by the Company of the terms of this Agreement or any other written equity or compensation
agreement between the Company and Executive. Any resignation for Good Reason following the thirty (30) day cure period set forth above
must occur no later than the date that is six (6) months following the date at which the Executive initially has actual knowledge of the
occurrence of one of the foregoing events or conditions without Executive’s express written consent.
6.5 Without
Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause or without Good Reason, at any
time, upon at least thirty (30) days prior written notice, provided, however, that such termination may only occur with the unanimous
vote of all independent directors, by providing written notice of such termination and its effective date to Executive. In the event that
such notice is given, Executive shall be allowed to seek other employment during such notice period. Likewise, Executive may terminate
Executive’s employment without Good Reason upon at least thirty (30) days prior written notice to the Company without any liability.
Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall not include termination
of Executive’s employment due to Executive’s death or Disability or upon expiration of the Term as provided for below.
6.6 Expiration
of the Term. Provided Executive’s employment has not been previously terminated pursuant to the terms hereof, Executive’s
employment shall be terminated upon the expiration of the then current Term if one Party provides notice to the other of its decision
not to renew this Agreement upon the expiration of the then current Term (“Notice of Non-Renewal”). A Notice of Non-Renewal
shall be effective only if it is provided to the other Party at least sixty (60) days prior to the end of the then current Term.
7. Effect
of Termination of Employment.
7.1 Generally.
In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits
or any other payments or remuneration of any kind from the Company, except as otherwise provided in this Agreement, in any separate written
agreement between Executive and the Company, or as may be required by law. In the event Executive’s employment with the Company
is terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i)
Executive’s Base Salary through and including the effective date of Executive’s termination of employment (the “Termination
Date”), which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on
or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation time, subject to the Company’s
then current vacation policy, which shall also be paid on the first regularly scheduled payroll date of the Company following the Termination
Date or on or before any earlier date as required by applicable law; (iii) payment of any vested benefit due and owing under any employee
benefit plan, policy or program pursuant to the terms of such plan, policy or program; (iv) payment of Executive’s Discretionary
Bonus for the prior Fiscal Year, to the extent such Discretionary Bonus had not yet been paid as of the Termination Date; (v) payment
of a prorated Discretionary Bonus based on the number of days Executive was employed during the Fiscal Year, which shall be paid within
sixty (60) days of the end of the Fiscal Year and calculated as set forth in Section 3.3 hereof; and (vi) payment for unreimbursed business
expenses which payment shall be made within thirty (30) days after Executive submits the applicable supporting documentation to the Company,
and in any event no later than on or before the last day of Executive’s taxable year following the year in which the expense was
incurred.
7.2 Severance
Benefits. In the event that Executive’s employment is terminated by the Company without Cause, by the Company by Notice of Non-Renewal,
or by Executive pursuant to Good Reason, in addition to the Accrued Obligations, Executive shall be entitled to receive severance benefits
(the “Severance Benefits”), subject to and in accordance with the terms of this Section. The Severance Benefits shall
consist of:
(a) Executive
shall receive payment of an amount (the “Severance Pay”) equal to Executive’s Base Salary immediately prior to
the Termination Date (or, if Good Reason was attributable to the Company’s failure to pay the minimum amount of Base Salary provided
herein, such minimum amount) for twelve (12) months following the Termination Date (the “Severance Period”). The Severance
Pay shall be paid in the form of salary continuation, commencing within sixty (60) days following the Termination Date on the first regularly
scheduled payroll date of the Company that is processed after the effective date of the Separation Agreement (defined below), except
that, if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which the Termination
Date occurs, the Severance Pay shall commence on the first regularly scheduled payroll date of the Company in the calendar year in which
the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A. The first such
payment shall include payment for any payroll dates between the Termination Date and the date of such payment.
(b) During
the Severance Period until such time, if any, as Executive is eligible for group health insurance benefits from another employer, Executive
shall be eligible to continue to participate in the Company’s group health insurance benefits on the same terms and conditions as
then applicable to current employees, except that, if Executive is not permitted to continue to participate in any such health
insurance plans for any portion of the Severance Period as a result of the terms of such plans or applicable law and Executive elects
to continue his or his dependents’ health insurance benefits pursuant to COBRA, the Company will pay or reimburse Executive for
the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee
of the Company. Following the Severance Period, should Executive elect to continue his or his dependents’ health insurance benefits,
Executive shall be responsible for the entire cost thereof. If the Company is unable to provide the benefit provided above in this paragraph
without violating applicable health care discrimination laws, then, in lieu of such benefit, the Company shall pay Executive (A) a cash
payment equal to the economic equivalent of such benefit and (B) a full tax gross-up, if applicable, with respect to such cash payment
so that Executive has no after tax consequences with respect to such cash payment and the related tax gross up payment.
7.3 Separation
Agreement and Other Conditions for Severance Benefits. Provision of the Severance Benefits is conditioned on (i) Executive’s
continued compliance in all material respects with the terms of this Agreement that survive termination of Executive’s employment
with the Company, and (ii) Executive signing (without revoking if such right is provided under applicable law) a separation agreement
and general release substantially in the form attached hereto as Exhibit B (the “Separation Agreement”), which
form may be modified as necessary by the Company to comply with applicable law and to specify the date by which Executive must execute
and return the Separation Agreement for it to be effective.
7.4 Mitigation.
Executive shall not be required to mitigate the amount of the Severance Benefits or any other benefits or payments provided for in this
Agreement by seeking other employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation.
No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of
any benefit provided to Executive in any subsequent employment or from any payor other than amounts paid or funded by the Company.
8. Confidentiality,
Non-Solicitation and Non-Competition.
8.1 Representations
and Acknowledgements. For purposes of this Agreement, the term “Company” shall refer to not only the Company, but also,
jointly and severally, to any entity, directly or indirectly, through one or more intermediaries, controlled by, in control of, or under
common control with, the Company (collectively, “Company Affiliates”). Executive acknowledges and agrees that: (i)
among the most valuable and indispensable assets of the Company are its Confidential Information (defined below) and close relationships
with its Customers (defined below) and Suppliers (defined below, which includes, without limitation, employees), which the Company has
devoted and continues to devote a substantial amount of time, money and other resources to develop; (ii) in connection with Executive’s
employment with the Company, Executive will be exposed to and acquire the Company’s Confidential Information and develop, at the
Company’s expense and support, special and close relationships with the Company’s Customers and Suppliers; (iii) the Company’s
Confidential Information and close Customer and Supplier relationships must be protected; and (iv) to the extent required by law, the
covenants in this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restricted.
8.2 Confidential
Information. During the Employment Period and at all times thereafter, Executive will not, except to the extent necessary to perform
Executive’s duties hereunder or as required by law, directly or indirectly, use or disclose to any third person, without the prior
written consent of the Company, any Confidential Information of the Company. If it is necessary for Executive to use or disclose Confidential
Information so as to comply with any law, rule, regulation, court order, subpoena or other governmental mandate or investigation, Executive
shall give written notice to the Company of such requirement (to the extent legally permissible), and cooperate with any attempts by the
Company to obtain a protective order or similar treatment. Executive shall exercise reasonable care to protect all Confidential Information.
Executive will give notice to the Company of any unauthorized use or disclosure of Confidential Information of which Executive becomes
aware during the Employment Period. For purposes of this Agreement, “Confidential Information” means all information
of a confidential or proprietary nature regarding the Company, its business or properties that the Company has furnished or furnishes
to Executive, whether before or after the date of this Agreement, or is or becomes available to Executive by virtue of Executive’s
employment with the Company, whether tangible or intangible, and in whatever form or medium provided, as well as all such information
generated by Executive that, in each case, has not been published or disclosed to, and is not otherwise known to, the public. Confidential
Information includes, without limitation, customer lists, customer requirements and specifications, designs, financial data, sales figures,
costs and pricing figures, marketing and other business plans, product development, marketing concepts, personnel matters (including employee
skills and compensation), drawings, specifications, instructions, methods, processes, techniques, computer software or data of any sort
developed or compiled by the Company, formulae or any other information relating to the Company’s services, products, sales, technology,
research data, software and all other know-how, trade secrets or proprietary information, or any copies, elaborations, modifications and
adaptations thereof. Without limiting the generality of the foregoing, Confidential Information shall include: (i) any and all product
testing methodologies, product test results, research and development plans and initiatives, marketing research, plans and analyses, strategic
business plans and budgets and technology grids; (ii) any and all vendor, supplier and purchase records, including without limitation
the identity of contacts at any vendor, any list of vendors or suppliers, any lists of purchase transactions and/or prices paid; and (iii)
any and all customer lists and customer and sales records, including without limitation the identity of contacts at purchasers, any list
of purchasers, and any list of sales transactions and/or prices charged by the Company. For the avoidance of doubt, Executive acknowledges
and agrees that Confidential Information protected under this Agreement includes information regarding pay, bonuses, benefits and perquisites
offered to or received by employees of the Company, as well as non-public information regarding the unique and special skills of specific
employees and how such skills are valuable and integral to the Company’s operations. Notwithstanding the foregoing, Confidential
Information shall not include any information (i) that is generally known to the industry or the public other than as a result of
Executive’s breach of this covenant; (ii) that is made available to Executive by a third party without that party’s breach
of any confidentiality obligation; or (iii) which was developed by Executive outside or independent of Executive’s performance of
Executive’s services to or on behalf of the Company.
8.3 Company
Property. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise,
of the Company and any copies (including without limitation electronic), in whole or in part, thereof (the “Company Property”),
whether or not prepared by Executive, shall be the sole and exclusive property of the Company. Except as required for the proper performance
of Executive’s regular duties for the Company or as expressly authorized in writing in advance by the Company, Executive will not
copy any Company Property or remove any Company Property or copies or derivatives thereof from the premises of the Company. Executive
will reasonably safeguard, and return to the Company immediately upon termination of employment, and at such other times as may be reasonably
requested by the Company, all Company Property, and all documents, records and files of its customers, subcontractors, vendors and suppliers
(“Third-Party Property”) as well as all other property of such customers, subcontractors, vendors and suppliers, then
in Executive’s possession or control. Notwithstanding any provision of this Section to the contrary, Executive shall be permitted
to retain Company Property evidencing his hire, equity and other compensation rate and benefits and any other agreements between Executive
and the Company that Executive has signed.
8.4 Permitted
Disclosures. Executive acknowledges that Executive has been notified in accordance with the federal Defend Trade Secrets Act (18 U.S.
Code § 1833(b)(1)) that an individual shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation
of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal. Executive also acknowledges that nothing in this Agreement shall be construed to prohibit Executive from reporting
possible violations of law or regulation to any governmental agency or regulatory body or making other disclosures that are protected
under any law or regulation, or from filing a charge with or participating in any investigation or proceeding conducted by any governmental
agency or regulatory body. Additionally, Executive’s confidentiality obligations set forth herein shall not be interpreted or applied
in a manner that would conflict with Executive’s rights, if any, under the NLRA, as defined below. Nothing in this Agreement shall
prohibit Executive from (i) disclosing information that has been or is hereafter made public through no act or omission of Executive in
violation of this Agreement or any other confidentiality obligation or duty owed to the Company, (ii) disclosing information and documents
to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictions in this
Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his personal correspondence, personal rolodex and
documents related to his own personal benefits, entitlements and obligations.
8.5 Non-Solicitation,
Non-Competition.
(a) No
Solicitation of Customers. Executive agrees that, during the Restricted Period (defined below), Executive shall not, directly or indirectly
(defined below), actually or attempt to, (i) solicit, induce, or cause any Customer to terminate, reduce or refrain from renewing or extending
its contractual or other business relationship with the Company in any material respect; (ii) solicit, induce or cause any Customer to
become a customer of or enter into any contractual or other relationship with Executive or any other person or entity for Competing Services
(as defined below); and/or (iii) offer or provide to any Customer any Competing Services. The foregoing restrictions shall not apply to
general solicitation or advertising, including through media and trade publications.
(b) No
Solicitation of Employees and Other Suppliers. Executive agrees that, during the Restricted Period, Executive shall not, directly
or indirectly, actually or attempt to: (i) solicit, induce, or cause any Supplier of the Company to terminate, reduce or refrain from
renewing or extending such person’s or entity’s business or employment relationship with the Company; or (ii) solicit, induce
or cause any employee of the Company to engage in Competing Services. The covenants set forth in this Section will not be violated
by the use of an independent employment agency not directed to solicit a particular individual or, generally, employees of the Company
or as a result of the use of a general solicitation (such as a newspaper advertisement or on radio or television, or an
online job posting) not specifically directed to employees or consultants of the Company.
(c) Non-Competition.
During the Employment Period and the Restricted Period, Executive shall not, directly or indirectly, actually or attempt to, engage in
the business of providing Competing Services within the Territory (as defined below).
(d) Definitions.
For the purposes of this Agreement, the following terms shall have the following meanings.
(i) “Competing
Services” means products or services that are the same, similar or otherwise in competition with the products and services that
the Company is then currently offering and from which products or services the Company derives at least 10% of its annual gross revenues,
as determined as of the Termination Date, (or such products or services of which Executive has knowledge, at the time in question, that
the Company has plans to offer within twelve (12) months) with which Executive was involved or about which Executive acquired Confidential
Information.
(ii) “Customer”
means any company or individual: (i) who purchased products or services from the Company whom Executive contacted or served during the
one-year prior to the Termination Date, for whom Executive supervised contact or service during the Employment Period or about whom Executive
acquired Confidential Information; and/or (ii) who was a potential customer of the Company within the one year immediately preceding the
Termination Date and (A) about whom Executive acquired Confidential Information or (B) who contacted Executive, whom Executive contacted,
or for whom Executive supervised contact regarding the potential purchase of products or services of the Company.
(iii) “directly
or indirectly” as it relates to an activity taken by Executive includes any activity taken directly by Executive or indirectly
on Executive’s behalf, except that nothing in this Agreement shall prohibit Executive from being a passive holder, for investment
purposes only, of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange, or
actively traded in a national over-the-counter market.
(iv) “Restricted
Period” means the Employment Period and for a period of twelve (12) months thereafter.
(v) “Supplier”
means any supplier of services to the Company, including as an employee or independent contractor, who supplied such services in the six
(6) months prior to the Termination Date and (A) about whom Executive acquired Confidential Information or (B) who worked directly for
or with Executive, or whom Executive contacted, in connection with such services.
(vi) “Territory”
means any state in which the Company is doing business or in which it is contemplating to do business pursuant to a then current business
plan.
9. Intellectual
Property.
9.1 The
Company’s Proprietary Rights. Executive acknowledges and agrees that all Intellectual Property (defined below) created, made
or conceived by Executive (solely or jointly) during Executive’s employment by the Company that relates to the actual or anticipated
businesses of the Company or results from or is suggested by any work performed by employees or independent contractors for or on behalf
of the Company (“Company Intellectual Property”) shall be deemed “work for hire” and shall be and remain
the sole and exclusive property of the Company for any and all purposes and uses whatsoever as soon as Executive conceives or develops
such Company Intellectual Property, and Executive hereby agrees that its assigns, executors, heirs, administrators or personal representatives
shall have no right, title or interest of any kind or nature therein or thereto, or in or to any results and proceeds therefrom. If for
any reason such Company Intellectual Property is not deemed to be “work-for-hire,” then Executive hereby irrevocably and unconditionally
assigns all rights, title, and interest in such Company Intellectual Property to the Company and agrees that the Company is under no further
obligation, monetary or otherwise, to Executive for such assignment. Executive also hereby waives all claims to any moral rights or other
special rights (“Moral Rights”), including, without limitation, all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit
moral” or the like, that Executive may have or may accrue in any Company Intellectual Property. To the extent that any such Moral
Rights cannot be assigned under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to
such Moral Rights by or on behalf of the Company and waives and agrees not to enforce any and all such rights, including, without limitation,
any limitation on subsequent modification, to the extent permitted under applicable law. As used in this Agreement, “Intellectual
Property” shall mean and include any ideas, inventions (whether or not patentable), designs, improvements, discoveries, innovations,
patents, patent applications, trademarks, service marks, trade dress, trade names, trade secrets, works of authorship, copyrights, copyrightable
works, films, audio and video tapes, other audio and visual works of any kind, scripts, sketches, models, formulas, tests, analyses, software,
firmware, computer processes, computer and other applications, creations and properties, Confidential Information and any other patents,
inventions or works of creative authorship.
9.2 Waiver.
In the event that Executive owns or claims any rights to Company Intellectual Property that cannot be assigned to the Company, Executive
irrevocably waives all claims and the enforcement of all such rights against the Company, and its respective officers directors, assigns
and licensees, and agrees, at the Company’s request and expense, to consent to and join in any action to enforce the Company’s
interests in such Company Intellectual Property.
9.3 Cooperation
Regarding Intellectual Property. Executive agrees to assist the Company, and to take all reasonable steps, with securing patents,
registering copyrights and trademarks, and obtaining any other forms of protection for the Company Intellectual Property in the United
States and elsewhere. In particular, at the Company’s sole expense (except as noted in clause (i) below), Executive shall forthwith
upon request of the Company execute all such assignments and other documents (including applications for patents, copyrights, trademarks,
and assignments thereof) and take all such other action as the Company may reasonably request in order (i) to vest in the Company all
of Executive’s right, title, and interest in and to such Company Intellectual Property, free and clear of liens, mortgages, security
interests, pledges, charges, and encumbrances (“Liens”) (and Executive agrees to take such action, at Executive’s
expense, as is necessary to remove all such Liens) and (ii), if patentable or copyrightable, to obtain patents or copyrights (including
extensions and renewals) therefor in any and all countries in such name as the Company shall determine.
9.4 License
to Prior Invention. If Executive in the course of Executive’s employment with the Company incorporates into a Company product
Intellectual Property that Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement
of Executive’s employment with the Company in which Executive has a property right (each, a “Prior Invention”),
Executive hereby grants to the Company a perpetual, nonexclusive, royalty-free, irrevocable, worldwide license (with the full right to
sublicense) to make, have made, modify, use and sell such Prior Invention. Executive will not incorporate any Intellectual Property owned
by any third party into any Company Intellectual Property without the Company’s prior written permission.
10. Non-Disparagement.
Executive agrees not to, knowingly and intentionally, make any disparaging remark or send any disparaging communication which is reasonably
expected to result in, or does result in, damage to (i) the reputation of the Company or (ii) the reputation of the business, officers
and directors of the Company. The Company agrees not to, knowingly and intentionally, make any disparaging remarks or send any disparaging
communications by press release or other formal communication or take any other action, directly or indirectly, with respect to Executive
which is reasonably expected to result in, or does result in, damage to Executive’s reputation. Within five (5) days of the Termination
Date, the Company agrees to issue a written directive to all of the then-current members of the Board and executive officers of the Company,
instructing them that they should not, directly or indirectly, criticize or otherwise disparage or solicit or encourage others to criticize
or otherwise disparage Executive. This Section does not apply to (i) truthful statements made in connection with legal proceedings, governmental
and regulatory investigations and actions; (ii) any other truthful statement or disclosure required by law; or (iii) business-related
intra-Company communications made in good faith to persons with a legitimate business reason to know such information.
11. Injunctive
Relief and Other Remedies. Executive acknowledges that certain breaches of this Agreement may result in material irreparable injury
to the Company for which there is no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company may
be entitled to seek a temporary restraining order and/or a preliminary and/or permanent injunction. The provisions of this section shall
not limit any other remedies available to the Company as a result of a breach of the provisions of this Agreement or otherwise. During
the pendency of any dispute or controversy between the Parties, the Company shall not withhold any payments or benefits due to Executive,
whether under this Agreement or otherwise.
12. NLRA
Compliance. All terms of this Agreement shall be interpreted and applied in a manner that complies with the National Labor Relations
Act (“NLRA”), including without limitation, Section 7 thereof. Thus, to the extent Executive is covered by the NLRA, no provision
of this Agreement, notwithstanding the language thereof, shall prohibit Executive, alone or with other Company employees, from (i) filing
unfair labor practice charges; (ii) assisting others who are filing such charges; (iii) cooperating with the investigative process of
National Labor Relations Board (the “NLRB) and other government agencies; (iv) self-organizing, forming, joining or assisting
labor organizations; (v) bargaining collectively through representatives of their own choosing; (vi) discussing wages, hours, working
conditions, other labor policies, or unionism for the purpose of collective bargaining or other mutual aid or protection; (vii) taking
or posting pictures or videos of employees engaged in such activities or other activities involving collective bargaining or other mutual
aid or protection; (viii) taking other action with one or more co-workers to improve working conditions by, among other means, raising
work-related complaints directly with the Company or with a government agency, or seeking help from a union; or (ix) choosing not to engage
in any of the foregoing activities.
13. Miscellaneous
Provisions.
13.1 Section
409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively
“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith.
13.2 Assignability
and Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors
and legal representatives of Executive, and shall inure to the benefit of and be binding upon the Company, the Company Affiliates and
their successors and assigns, but the obligations of Executive are personal services and may not be delegated or assigned. Executive shall
not be entitled to assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of Executive’s
rights and obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect. This Agreement
may be assigned by the Company to a person or entity that is an affiliate or a successor in interest to substantially all of the business
operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations
of such affiliate or successor person or entity.
13.3 Severability
and Blue Penciling. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force
and effect. However, if any court determines that any covenant in this Agreement, is unenforceable because the duration, geographic scope
or restricted activities thereof are overly broad, then such provision or part thereof shall be modified by reducing the overly broad
duration, geographic scope or restricted activities by the minimum amount so as to make the covenant, in its modified form, enforceable.
13.4 Choice
of Law and Forum; Jury Waiver. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes
relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of
law provisions thereof. Any dispute arising from this Agreement, any general release executed in form of Exhibit B pursuant to this Agreement
or Executive’s employment with the Company, including but not limited to claims for wrongful termination; violation of Title VII
of the Civil Rights Act of 1964 as amended; violations of the Americans with Disabilities Act of 1990; violations of Texas law; or claims
for violations of any state law or rule or regulation regarding discrimination, harassment or other wrongful conduct (collectively, “Covered
Claims”), shall be decided solely and exclusively in a final and binding arbitration administered by the JAMS in Dallas, Texas,
in accordance with the JAMS Employment Arbitration Rules in effect at the time of the filing of the demand for arbitration (the “Rules”),
a copy of which is available at http://www.jamsadr.com/rules-employment-arbitration/. The arbitrator shall be a single arbitrator with
expertise in employment disputes, mutually selected by the parties, or, if the parties are unable to agree thereon, a single arbitrator
with expertise in employment disputes designated by the Dallas office of JAMS. The arbitrator shall have the authority to award all remedies
available in a court of law. The Company shall pay the arbitrator’s fees and all fees and costs to administer the arbitration. The
parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of the Agreement and continue
after the termination of the employment relationship between the Executive and the Company. By agreeing to arbitrate disputes arising
out of Executive’s employment, the Executive and the Company voluntarily and irrevocably waive any and all rights to have any such
dispute heard or resolved in any forum other than through arbitration as provided herein. THIS WAIVER SPECIFICALLY INCLUDES, BUT
IS NOT LIMITED TO, ANY RIGHT TO TRIAL BY JURY. Notwithstanding anything to the contrary set forth herein, this Section will not
apply to claims for workers’ compensation or unemployment benefits and will not apply to claims for injunctive relief. All arbitration
proceedings hereunder shall be confidential, except: (a) to the extent the parties otherwise agree in writing; (b) as may be otherwise
appropriate in response to a request from a government agency, subpoena, or legal process; (c) if the substantive law of the State of
Texas (without giving effect to choice of law principles) provides to the contrary; or (d) as is necessary in a court proceeding to enforce,
correct, modify or vacate the arbitrator’s award or decision (and in the case of this subpart (d), the parties agree to take all
reasonable steps to ensure that the arbitrator’s award, decision or findings and all other documents, pleadings and papers are filed
and/or entered with the court under seal and/or in a manner that would maintain their confidentiality, including, without limitation,
complying with all rules of procedure and local rules for filing documents, pleadings and papers under seal).
13.5 Notices.
Any notice or other communication under this Agreement shall be in writing and shall be delivered by hand, email, facsimile or mailed
by overnight courier or by registered or certified mail, postage prepaid to the addresses set forth below. Any notice so addressed shall
be deemed to be given: if delivered by hand or email, on the date of such delivery; if by facsimile, on the date of such delivery if receipt
on such day is confirmed and, if not so confirmed, on the next business day; if mailed by overnight courier, on the first business day
following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing.
(a) If
to Executive, to Executive’s address on the books and records of the Company.
(b) If
to the Company, to 13355 Noel Rd. Suite 1100 Dallas, Texas 75240 Attn: Board of Directors, or at such other mailing address, email address
or facsimile number as it may have furnished in writing to Executive.
13.6 Survival
of Terms. All provisions of this Agreement that, either expressly or impliedly, contain obligations that extend beyond termination
of Executive’s employment hereunder, shall survive the termination of this Agreement and of Executive’s employment hereunder
for any reason.
13.7 Interpretation.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular
and the plural include one another.
13.8 Voluntary
and Knowing Execution of Agreement; Entire Agreement. Executive acknowledges that (i) Executive has had the opportunity to consult
an attorney regarding the terms and conditions of this Agreement before executing it, (ii) Executive fully understands the terms of this
Agreement including, without limitation, the significance and consequences of the post-employment restrictive covenants, and (iii) Executive
is executing this Agreement voluntarily, knowingly and willingly and without duress. This Agreement constitutes the entire understanding
and agreement of the Parties concerning the subject matter hereof, and it supersedes all prior negotiations, discussions, correspondence,
communications, understandings and agreements regarding such subject matter. Each Party acknowledges and agrees that such Party is not
relying on, and may not rely on, any oral or written representation of any kind that is not set forth in writing in this Agreement.
13.9 Waivers
and Amendments. This Agreement may be altered, amended, modified, superseded or cancelled, and the terms hereof may be waived, only
by a written instrument signed by the Parties or, in the case of a waiver, by the Party alleged to have waived compliance. Any such signature
of the Company must be by an authorized signatory for the Company. No delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single
or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other
such right, power or privilege.
13.10 Counterparts.
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic
copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts) may be used in lieu
of the originals for any purpose.
Remainder of page intentionally
left blank.
IN WITNESS WHEREOF, the Parties
have executed and delivered this Agreement as of the date first above written.
SOLIDION TECHNOLOGY, INC.
| By: |
/s/ Jaymes Winters |
|
| |
Name: |
Jaymes Winters |
|
| |
Title: |
Chief Executive Officer |
|
Signature page to the Employment Agreement
EXHIBIT A
2023 LONG-TERM INCENTIVE PLAN
EXHIBIT B
RELEASE AGREEMENT
1. Bor
Jang (“Executive”), for Executive and Executive’s family, heirs, executors, administrators, legal representatives
and their respective successors and assigns, in exchange for the consideration received pursuant to the Employment Agreement (the “Severance
Benefits”) to which this release is attached as Exhibit B (the “Employment Agreement”), does hereby release
and forever discharge Solidion Technology, Inc. (the “Company”), its former and current parents, subsidiaries, divisions,
affiliates, predecessors, successors and assigns, and each of their former and current agents, employees, officers, directors, shareholders,
members, partners, trustees, heirs, joint venturers, attorneys, representatives, owners and servants (collectively, the “Company
Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever (collectively,
“Claims”), whether known or unknown, that Executive ever had, now has or may have based upon any matter, fact, cause
or thing, occurring up to and including the date Executive executes this General Release, including, without limitation, all Claims regarding
Executive’s employment with the Company, or any events that may have occurred during the course of Executive’s employment
or the termination of Executive’s employment. This includes, without limitation, a release of any and all Claims for unpaid wages,
holiday pay, overtime, bonuses or other compensation, breach of contract, wrongful discharge, disability benefits, life, health and medical
insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations
of public policy, defamation, fraudulent misrepresentation or inducements and severance pay and any other federal, state or local laws,
statutes, rules, ordinances or regulations, whether equal employment laws, statutes, rules or regulations or otherwise. Without
limiting the generality of the release provided above, Executive expressly waives any and all claims under the Age Discrimination in Employment
Act (“ADEA”) that Executive may have as of the date hereof. Executive further understands that, by signing
this General Release, Executive is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws
within the scope of this Section that may have existed on or prior to the date hereof. Notwithstanding anything in this Section
to the contrary, this General Release shall not apply to (i) any right Executive has to the Severance Benefits; (ii) any rights to receive
any payments or benefits to which the Executive is entitled under COBRA, (iii) any rights or claims that may arise as a result of events
occurring after the date this General Release is executed, (iv) any indemnification and advancement rights Executive may have as a former
employee, officer or director of the Company or its subsidiaries, (v) any claims for benefits under any directors’ and officers’
liability policy maintained by the Company or its affiliates in accordance with the terms of such policy, and (vi) Executive’s rights
to the Accrued Obligations (as defined in the Employment Agreement). Executive understands and agrees that the claims released in this
Section include not only claims presently known to Executive, but also all unknown or unanticipated claims, rights, demands, actions,
obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope of the released claims
as described in this Section.
2. Solidion
Technology, Inc. (the “Company”), for itself and on behalf of its former and current parents, subsidiaries, divisions,
affiliates, predecessors, successors and assigns, and each of their former and current agents, employees, officers, directors, shareholders,
members, partners, trustees, heirs, joint venturers, attorneys, representatives, owners and servants, and any other Company Released Parties,
does hereby release and forever discharge Executive from any and all actions, causes of action, suits, controversies, claims and demands
whatsoever (collectively, “Claims”), whether known or unknown, that the Company ever had, now has or may have based
upon any matter, fact, cause or thing, occurring up to and including the date Executive executes this General Release, including, without
limitation, all Claims regarding Executive’s employment with the Company, or any events that may have occurred during the course
of Executive’s employment. Notwithstanding anything in this Section to the contrary, this General Release shall not apply to (i)
any rights or claims that may arise as a result of events occurring after the date this General Release is executed, and (ii) any claims
that cannot be released under applicable law. The Company understands and agrees that the claims released in this Section include not
only claims presently known to the Company or any of the Company Released Parties, but also all unknown or unanticipated claims, rights,
demands, actions, obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope
of the released claims as described in this Section.
3. Executive
represents that Executive has not filed against the Company Released Parties any complaints, charges, or lawsuits arising out of Executive’s
employment, or any other matter arising on or prior to the date of this General Release, and covenants and agrees that Executive will
never individually or with any person file, or commence the filing of any lawsuits, complaints or proceedings with any governmental agency,
or against the Company Released Parties with respect to any of the matters released by Executive herein; except that nothing in this General
Release shall prevent Executive from filing a charge or complaint with or from participating in an investigation or proceeding conducted
by the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), the Securities and Exchange Commission,
or any other federal, state or local agency charged with the enforcement of any laws.
4. Executive
represents, warrants and agrees that (i) Executive’s employment with the Company terminated on _______, (ii) in the absence of Executive’s
execution of this General Release, the Severance Benefits would not otherwise be due to him, and (iii) other than the Severance Benefits
and the Accrued Obligations, the Company owes Executive no wages, overtime pay, commissions, bonuses, sick pay, personal leave pay, severance
pay, vacation pay or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically
provided for in this Agreement.
5. Executive
hereby acknowledges that the Company has informed Executive that Executive has up to 21 days to sign this General Release and Executive
may knowingly and voluntarily waive that 21-day period by signing this General Release earlier. Executive also understands
that Executive shall have seven days following the date on which Executive signs this General Release within which to revoke it by providing
a written notice of Executive’s revocation to the Company.
6. Executive
acknowledges and agrees that this General Release shall in all respects be subject to, governed by and construed in accordance with the
laws of the State of Texas, without reference to the principles of conflicts of laws thereof. Any dispute concerning this General Release
shall be resolved pursuant to the dispute resolution provisions of the Employment Agreement.
7. Executive
acknowledges that Executive has read this General Release, that Executive has been advised that Executive should consult with an attorney
before Executive executes this General Release, and that Executive understands all of its terms and executes it voluntarily and with full
knowledge of its significance and the consequences thereof.
8. This
General Release shall become irrevocable on the eighth day following Executive’s execution of this General Release, unless previously
revoked.
Intending to be legally bound
hereby, Executive has executed this General Release on __________________,
Exhibit 10.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this
“Agreement”), dated as of February 10, 2025 (the “Effective Date”), between Solidion Technology,
Inc. (the “Company”) and Songhai Chai (“Executive,” together with the Company, the “Parties”
and, each, a “Party”).
WHEREAS, the Company desires
to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, on the basis
of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. Employment;
Title; Duties and Location. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company,
on the terms and subject to the conditions set forth herein. During the Employment Period (as defined below), Executive shall serve the
Company as Chief Technology Officer and shall report exclusively and directly to the Chief Executive Officer of the Company. Executive
shall perform the duties consistent with Executive’s title and position and such other duties commensurate with such position and
title as shall be specified or designated by the Company from time to time. The principal place of performance by Executive of Executive’s
duties hereunder shall be the Company’s offices in Dayton, Ohio, although Executive may be required to reasonably travel outside
of such area in connection with the performance of Executive’s duties.
2. Term.
Executive’s employment began on February 2, 2024, which was the closing date (the “Closing Date”) of the business
combination by and among Nubia Brand International Corp., Honeycomb Battery Company, an Ohio corporation, and Nubia Merger Sub, Inc.,
an Ohio corporation and wholly-owned subsidiary of Nubia, pursuant to that certain Merger Agreement, dated February 16, 2023, as amended,
and shall continue for a two-year period thereafter (the “Initial Term”), subject to earlier termination exclusively
as provided for below, and subject to extension as provided in the following sentence. Following the Initial Term, provided Notice of
Non-Renewal has not been given (as defined herein) and provided Executive’s employment has not previously been terminated, Executive’s
employment hereunder shall automatically be extended for successive, additional one-year periods (each a “Renewal Term”),
subject to earlier termination exclusively as provided for below. For the purposes of this Agreement, the “Term” at
any given time shall mean the Initial Term as it may have been extended by one or more Renewal Terms as of such time (without regard to
whether Executive’s employment is terminated prior to the end of such Term), and the “Employment Period” means
the period of Executive’s employment hereunder (regardless of whether such period ends prior to the end of the Term and regardless
of the reason for Executive’s termination of employment hereunder).
3. Compensation.
During the Employment Period only (unless otherwise expressly provided for herein), Executive shall be entitled to the following compensation
and benefits.
3.1 Salary.
Executive shall receive a base salary (the “Base Salary”) payable in substantially equal installments in accordance
with the Company’s normal payroll practices and procedures in effect from time to time, which currently consist of semi-monthly
payments, and subject to applicable withholdings and deductions. Executive’s starting Base Salary shall be at the annual rate of
$225,000. Executive’s Base Salary shall be reviewed annually by the Board (or the compensation committee of the Board), pursuant
to the Company’s normal compensation and performance review policies for senior level executives.
3.2 Transition
Bonus. Executive shall receive one transition bonus (the “Transition Bonus”), less applicable withholdings and
deductions, in the amount of $99,041.10. The Transition Bonus shall be paid in a lump sum on the Effective Date, except as otherwise provided
herein.
3.3 Discretionary
Bonus. Executive shall be eligible to receive a discretionary performance-based bonus (a “Discretionary Bonus”)
with respect to each fiscal year of the Company (a “Fiscal Year”) based on the terms and conditions hereof. Executive’s
target bonus shall be 40% of Executive’s then-applicable Base Salary, and the Discretionary Bonus for any Fiscal Year may be higher
than 40% of the Base Salary. The actual amount of Executive’s Discretionary Bonus will be determined by the Board in good faith
based on reasonable performance metrics for Executive that are established by mutual agreement of the Board and Executive no later than
sixty (60) days after the start of each Fiscal Year, commencing with the fiscal year ending December 31, 2025. Any Discretionary Bonus
may be paid in cash, shares of stock, or a combination of the foregoing, although at least twenty-five percent (25%) of the Discretionary
Bonus shall be paid in cash. Any Discretionary Bonus for a given Fiscal Year shall be paid within sixty (60) days after the end of such
Fiscal Year.
3.4 Warrants;
Equity Awards. Subject to the approval of the Board and/or its Compensation Committee, on the later of (a) the Effective Date and
(b) the date of effectiveness of a Registration Statement on Form S-8 (“Form S-8”) under the Securities Act of 1933,
as amended (the “Securities Act”), is available to register the offer and/or the sale of the Company’s securities
set forth below to the Executive, the Executive shall be issued at-the-money warrants to purchase at least 200,000 shares of the Company’s
common stock with an expiration on the fifth anniversary of the Closing Date and shall be granted 100,000 shares of unrestricted stock
(“Unrestricted Stock”). Subject to the approval of the Board and/or its Compensation Committee and the availability
of a Form S-8, annually thereafter during the Employment Period, Executive shall be granted 100,000 shares of restricted stock (“Restricted
Stock”) of the Company each year. The Unrestricted Stock and the Restricted Stock awards (i) shall be subject to vesting on
three equal installments on each of the first three anniversaries of the Closing Date, (ii) shall be made pursuant to the terms and conditions
of the Company’s 2023 Long-Term Incentive Plan (the “Plan”) attached hereto as Exhibit A, and (iii) shall
be evidenced by an award agreement between the Company and the Executive, pursuant to the terms of the Plan.
3.5 Benefits.
Executive shall have the right to receive or participate in all employee benefit programs and perquisites established from time to time
by the Company on a basis that is no less favorable than such programs and perquisites are provided by the Company to the Company’s
other senior executives, subject to the eligibility requirements and other terms of such programs and perquisites, and subject to the
Company’s right to amend, terminate or take other action with respect to any such programs and perquisites.
3.6 Vacation
and Other Paid Time Off. Executive shall be entitled to fifteen (15) days of paid vacation and seven (7) fixed holidays, as well as
wellness days and any other paid time off, each year in accordance with then current Company policy.
3.7 Required
Taxes and Withholdings. The Company shall withhold from any payments made to Executive (including, without limitation, those made
under this Agreement) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental
regulation or ruling.
4. Exclusivity
and Best Efforts. During the Employment Period, Executive shall (i) in all respects conform to and comply with the lawful directions
and instructions given to Executive by the Company; (ii) subject to the proviso below, devote Executive’s entire business time,
energy and skill to Executive’s services under this Agreement; (iii) use Executive’s best efforts to promote and serve the
interests of the Company and to perform Executive’s duties and obligations hereunder in a diligent, competent, and lawful manner;
(iv) comply with all applicable laws and regulations, as well as the policies and practices established by the Company from time to time
and made applicable to its employees generally or senior executives; (v) not engage in any other business, profession or occupation for
compensation or otherwise, except as provided below; and (vi) not engage in any activity that, directly or indirectly, impairs or conflicts
with the performance of Executive’s obligations and duties to the Company, provided, however, that the foregoing shall not
prevent Executive from managing Executive’s personal affairs and passive personal investments and participating in charitable, civic,
educational, professional or community affairs, including but not limited to delivering lectures, fulfilling speaking engagements, and/or
teaching at educational institutions so long as, in the aggregate, any such activities do not unreasonably interfere or conflict with
Executive’s duties hereunder or create a potential business or fiduciary conflict with the Company. Executive may also serve on
one or more corporate boards of another company (and committees thereof) upon giving advance notice to the Board prior to commencing service
on any other corporate board.
5. Reimbursement
for Expenses. Executive is authorized to incur reasonable expenses in the discharge of the services to be performed hereunder in accordance
with the Company’s expense reimbursement policies, as the same may be modified by the Company from time to time in its sole and
complete discretion (the “Reimbursement Policies”). Subject to the provisions of this Agreement and applicable law,
including Section 409A, the Company shall reimburse Executive for all such proper expenses upon presentation by Executive of itemized
accounts of such expenditures in accordance with the terms of the Reimbursement Policies.
6. Termination.
6.1 Death.
Executive’s employment shall immediately and automatically be terminated upon Executive’s death.
6.2 Disability.
The Company may, subject to applicable law, terminate Executive’s employment due to a Disability by providing written notice of
such termination and its effective date to Executive. For purposes of this Agreement, “Disability” means a disability
that entitles Executive to benefits under the applicable Company long-term disability plan covering Executive and, in the absence of such
a plan, that Executive shall have been unable, due to physical or mental incapacity, to substantially perform Executive’s duties
and responsibilities hereunder for 180 consecutive days. In the event of any question as to the existence, extent or potentiality of Executive’s
Disability upon which the Company and Executive cannot agree, such question shall be resolved by a qualified, independent physician mutually
agreed to by the Company and Executive, the cost of such examination to be paid by the Company. If the Company and Executive are unable
to agree on the selection of such an independent physician, each shall appoint a physician and those two physicians shall select a third
physician who shall make the determination of whether Executive has a Disability. The written medical opinion of such physician shall
be conclusive and binding upon each of the Parties as to whether a Disability exists and the date when such Disability arose. This section
shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent applicable)
and any applicable state or local laws. Until such termination, Executive shall continue to receive his compensation and benefits hereunder,
reduced by any benefits payable to him under any Company-provided disability insurance policy or plan applicable to him.
6.3 For
Cause by the Company. The Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably
describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means (i) (A) material failure
by Executive to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement,
or (B) willful failure by Executive to substantially perform Executive’s duties and responsibilities under this Agreement, which,
in either case of (i)(A) or (i)(B) hereof, is not promptly remedied within 90 days after the Company gives Executive written notice specifying
such failure or breach in reasonable detail; (ii) the conviction of, or entering a plea of guilty or no contest to, by Executive of (A)
a felony or (B) any other crime involving moral turpitude; (iii) the commission by Executive of theft, fraud, breach of trust or any material
act of dishonesty involving the Company or its subsidiaries or, in their capacities as such, any of its customers, suppliers or other
business relations, or (iv) a material violation by Executive of the code of conduct of the Company or its subsidiaries (to the extent
such code of conduct has been provided to or made available to Executive) or breach of any statutory or common law duty of loyalty to
the Company or its subsidiaries, which violation or breach is not promptly remedied within ninety (90) days after the Company gives Executive
written notice specifying such breach in reasonable detail.
6.4 Resignation
by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason by written notice of such
resignation in compliance with the terms of this Section. For the purpose of this Agreement, “Good Reason” means, without
Executive’s express written consent (which may be withheld for any reason or no reason), any of the events or conditions described
in the following subsections (i) through (v), provided that Executive provides notice to the Company within sixty (60) days following
the date which the Executive initially has actual knowledge of the occurrence of any such event or condition and the Company does not
fully correct the situation within thirty (30) days after such notice of Good Reason: (i) a reduction by the Company in Executive’s
Base Salary (other than a temporary, proportional reduction as part of a generalized reduction in the base salaries of senior management
of the Company not to exceed 5% of Base Salary then currently in effect); (ii) the Company changing the location of Executive’s
principal work location to a location more than thirty (30) miles from such location; (iii) a material reduction or material negative
change by the Company in the type or level of compensation and benefits provided by the Company to Executive; or (iv) any material adverse
change in the nature or scope of the Executive’s authority, duties or responsibilities with respect to the Chief Technology Officer
of the Company, including, but not limited to, the failure of the Company to continue the Executive in a position having the responsibilities
of Chief Technology Officer; (v) material breach by the Company of the terms of this Agreement or any other written equity or compensation
agreement between the Company and Executive. Any resignation for Good Reason following the thirty (30) day cure period set forth above
must occur no later than the date that is six (6) months following the date at which the Executive initially has actual knowledge of the
occurrence of one of the foregoing events or conditions without Executive’s express written consent.
6.5 Without
Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause or without Good Reason, at any
time, upon at least thirty (30) days prior written notice, provided, however, that such termination may only occur with the unanimous
vote of all independent directors, by providing written notice of such termination and its effective date to Executive. In the event that
such notice is given, Executive shall be allowed to seek other employment during such notice period. Likewise, Executive may terminate
Executive’s employment without Good Reason upon at least thirty (30) days prior written notice to the Company without any liability.
Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall not include termination
of Executive’s employment due to Executive’s death or Disability or upon expiration of the Term as provided for below.
6.6 Expiration
of the Term. Provided Executive’s employment has not been previously terminated pursuant to the terms hereof, Executive’s
employment shall be terminated upon the expiration of the then current Term if one Party provides notice to the other of its decision
not to renew this Agreement upon the expiration of the then current Term (“Notice of Non-Renewal”). A Notice of Non-Renewal
shall be effective only if it is provided to the other Party at least sixty (60) days prior to the end of the then current Term.
7. Effect
of Termination of Employment.
7.1 Generally.
In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits
or any other payments or remuneration of any kind from the Company, except as otherwise provided in this Agreement, in any separate written
agreement between Executive and the Company, or as may be required by law. In the event Executive’s employment with the Company
is terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i)
Executive’s Base Salary through and including the effective date of Executive’s termination of employment (the “Termination
Date”), which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on
or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation time, subject to the Company’s
then current vacation policy, which shall also be paid on the first regularly scheduled payroll date of the Company following the Termination
Date or on or before any earlier date as required by applicable law; (iii) payment of any vested benefit due and owing under any employee
benefit plan, policy or program pursuant to the terms of such plan, policy or program; (iv) payment of Executive’s Discretionary
Bonus for the prior Fiscal Year, to the extent such Discretionary Bonus had not yet been paid as of the Termination Date; (v) payment
of a prorated Discretionary Bonus based on the number of days Executive was employed during the Fiscal Year, which shall be paid within
sixty (60) days of the end of the Fiscal Year and calculated as set forth in Section 3.3 hereof; and (vi) payment for unreimbursed business
expenses which payment shall be made within thirty (30) days after Executive submits the applicable supporting documentation to the Company,
and in any event no later than on or before the last day of Executive’s taxable year following the year in which the expense was
incurred.
7.2 Severance
Benefits. In the event that Executive’s employment is terminated by the Company without Cause, by the Company by Notice of Non-Renewal,
or by Executive pursuant to Good Reason, in addition to the Accrued Obligations, Executive shall be entitled to receive severance benefits
(the “Severance Benefits”), subject to and in accordance with the terms of this Section. The Severance Benefits shall
consist of:
(a) Executive
shall receive payment of an amount (the “Severance Pay”) equal to Executive’s Base Salary immediately prior to
the Termination Date (or, if Good Reason was attributable to the Company’s failure to pay the minimum amount of Base Salary provided
herein, such minimum amount) for twelve (12) months following the Termination Date (the “Severance Period”). The Severance
Pay shall be paid in the form of salary continuation, commencing within sixty (60) days following the Termination Date on the first regularly
scheduled payroll date of the Company that is processed after the effective date of the Separation Agreement (defined below), except
that, if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which the Termination
Date occurs, the Severance Pay shall commence on the first regularly scheduled payroll date of the Company in the calendar year in which
the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A. The first such
payment shall include payment for any payroll dates between the Termination Date and the date of such payment.
(b) During
the Severance Period until such time, if any, as Executive is eligible for group health insurance benefits from another employer, Executive
shall be eligible to continue to participate in the Company’s group health insurance benefits on the same terms and conditions as
then applicable to current employees, except that, if Executive is not permitted to continue to participate in any such health
insurance plans for any portion of the Severance Period as a result of the terms of such plans or applicable law and Executive elects
to continue his or his dependents’ health insurance benefits pursuant to COBRA, the Company will pay or reimburse Executive for
the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee
of the Company. Following the Severance Period, should Executive elect to continue his or his dependents’ health insurance benefits,
Executive shall be responsible for the entire cost thereof. If the Company is unable to provide the benefit provided above in this paragraph
without violating applicable health care discrimination laws, then, in lieu of such benefit, the Company shall pay Executive (A) a cash
payment equal to the economic equivalent of such benefit and (B) a full tax gross-up, if applicable, with respect to such cash payment
so that Executive has no after tax consequences with respect to such cash payment and the related tax gross up payment.
7.3 Separation
Agreement and Other Conditions for Severance Benefits. Provision of the Severance Benefits is conditioned on (i) Executive’s
continued compliance in all material respects with the terms of this Agreement that survive termination of Executive’s employment
with the Company, and (ii) Executive signing (without revoking if such right is provided under applicable law) a separation agreement
and general release substantially in the form attached hereto as Exhibit B (the “Separation Agreement”), which
form may be modified as necessary by the Company to comply with applicable law and to specify the date by which Executive must execute
and return the Separation Agreement for it to be effective.
7.4 Mitigation.
Executive shall not be required to mitigate the amount of the Severance Benefits or any other benefits or payments provided for in this
Agreement by seeking other employment, by seeking benefits from another employer or other source, or by pursuing any other type of mitigation.
No payment or benefit provided for in this Agreement shall be offset or reduced by the amount of any cash compensation or the value of
any benefit provided to Executive in any subsequent employment or from any payor other than amounts paid or funded by the Company.
8. Confidentiality,
Non-Solicitation and Non-Competition.
8.1 Representations
and Acknowledgements. For purposes of this Agreement, the term “Company” shall refer to not only the Company, but also,
jointly and severally, to any entity, directly or indirectly, through one or more intermediaries, controlled by, in control of, or under
common control with, the Company (collectively, “Company Affiliates”). Executive acknowledges and agrees that: (i)
among the most valuable and indispensable assets of the Company are its Confidential Information (defined below) and close relationships
with its Customers (defined below) and Suppliers (defined below, which includes, without limitation, employees), which the Company has
devoted and continues to devote a substantial amount of time, money and other resources to develop; (ii) in connection with Executive’s
employment with the Company, Executive will be exposed to and acquire the Company’s Confidential Information and develop, at the
Company’s expense and support, special and close relationships with the Company’s Customers and Suppliers; (iii) the Company’s
Confidential Information and close Customer and Supplier relationships must be protected; and (iv) to the extent required by law, the
covenants in this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restricted.
8.2 Confidential
Information. During the Employment Period and at all times thereafter, Executive will not, except to the extent necessary to perform
Executive’s duties hereunder or as required by law, directly or indirectly, use or disclose to any third person, without the prior
written consent of the Company, any Confidential Information of the Company. If it is necessary for Executive to use or disclose Confidential
Information so as to comply with any law, rule, regulation, court order, subpoena or other governmental mandate or investigation, Executive
shall give written notice to the Company of such requirement (to the extent legally permissible), and cooperate with any attempts by the
Company to obtain a protective order or similar treatment. Executive shall exercise reasonable care to protect all Confidential Information.
Executive will give notice to the Company of any unauthorized use or disclosure of Confidential Information of which Executive becomes
aware during the Employment Period. For purposes of this Agreement, “Confidential Information” means all information
of a confidential or proprietary nature regarding the Company, its business or properties that the Company has furnished or furnishes
to Executive, whether before or after the date of this Agreement, or is or becomes available to Executive by virtue of Executive’s
employment with the Company, whether tangible or intangible, and in whatever form or medium provided, as well as all such information
generated by Executive that, in each case, has not been published or disclosed to, and is not otherwise known to, the public. Confidential
Information includes, without limitation, customer lists, customer requirements and specifications, designs, financial data, sales figures,
costs and pricing figures, marketing and other business plans, product development, marketing concepts, personnel matters (including employee
skills and compensation), drawings, specifications, instructions, methods, processes, techniques, computer software or data of any sort
developed or compiled by the Company, formulae or any other information relating to the Company’s services, products, sales, technology,
research data, software and all other know-how, trade secrets or proprietary information, or any copies, elaborations, modifications and
adaptations thereof. Without limiting the generality of the foregoing, Confidential Information shall include: (i) any and all product
testing methodologies, product test results, research and development plans and initiatives, marketing research, plans and analyses, strategic
business plans and budgets and technology grids; (ii) any and all vendor, supplier and purchase records, including without limitation
the identity of contacts at any vendor, any list of vendors or suppliers, any lists of purchase transactions and/or prices paid; and (iii)
any and all customer lists and customer and sales records, including without limitation the identity of contacts at purchasers, any list
of purchasers, and any list of sales transactions and/or prices charged by the Company. For the avoidance of doubt, Executive acknowledges
and agrees that Confidential Information protected under this Agreement includes information regarding pay, bonuses, benefits and perquisites
offered to or received by employees of the Company, as well as non-public information regarding the unique and special skills of specific
employees and how such skills are valuable and integral to the Company’s operations. Notwithstanding the foregoing, Confidential
Information shall not include any information (i) that is generally known to the industry or the public other than as a result of
Executive’s breach of this covenant; (ii) that is made available to Executive by a third party without that party’s breach
of any confidentiality obligation; or (iii) which was developed by Executive outside or independent of Executive’s performance of
Executive’s services to or on behalf of the Company.
8.3 Company
Property. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise,
of the Company and any copies (including without limitation electronic), in whole or in part, thereof (the “Company Property”),
whether or not prepared by Executive, shall be the sole and exclusive property of the Company. Except as required for the proper performance
of Executive’s regular duties for the Company or as expressly authorized in writing in advance by the Company, Executive will not
copy any Company Property or remove any Company Property or copies or derivatives thereof from the premises of the Company. Executive
will reasonably safeguard, and return to the Company immediately upon termination of employment, and at such other times as may be reasonably
requested by the Company, all Company Property, and all documents, records and files of its customers, subcontractors, vendors and suppliers
(“Third-Party Property”) as well as all other property of such customers, subcontractors, vendors and suppliers, then
in Executive’s possession or control. Notwithstanding any provision of this Section to the contrary, Executive shall be permitted
to retain Company Property evidencing his hire, equity and other compensation rate and benefits and any other agreements between Executive
and the Company that Executive has signed.
8.4 Permitted
Disclosures. Executive acknowledges that Executive has been notified in accordance with the federal Defend Trade Secrets Act (18 U.S.
Code § 1833(b)(1)) that an individual shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation
of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal. Executive also acknowledges that nothing in this Agreement shall be construed to prohibit Executive from reporting
possible violations of law or regulation to any governmental agency or regulatory body or making other disclosures that are protected
under any law or regulation, or from filing a charge with or participating in any investigation or proceeding conducted by any governmental
agency or regulatory body. Additionally, Executive’s confidentiality obligations set forth herein shall not be interpreted or applied
in a manner that would conflict with Executive’s rights, if any, under the NLRA, as defined below. Nothing in this Agreement shall
prohibit Executive from (i) disclosing information that has been or is hereafter made public through no act or omission of Executive in
violation of this Agreement or any other confidentiality obligation or duty owed to the Company, (ii) disclosing information and documents
to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictions in this
Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his personal correspondence, personal rolodex and
documents related to his own personal benefits, entitlements and obligations.
8.5 Non-Solicitation,
Non-Competition.
(a) No
Solicitation of Customers. Executive agrees that, during the Restricted Period (defined below), Executive shall not, directly or indirectly
(defined below), actually or attempt to, (i) solicit, induce, or cause any Customer to terminate, reduce or refrain from renewing or extending
its contractual or other business relationship with the Company in any material respect; (ii) solicit, induce or cause any Customer to
become a customer of or enter into any contractual or other relationship with Executive or any other person or entity for Competing Services
(as defined below); and/or (iii) offer or provide to any Customer any Competing Services. The foregoing restrictions shall not apply to
general solicitation or advertising, including through media and trade publications.
(b) No
Solicitation of Employees and Other Suppliers. Executive agrees that, during the Restricted Period, Executive shall not, directly
or indirectly, actually or attempt to: (i) solicit, induce, or cause any Supplier of the Company to terminate, reduce or refrain from
renewing or extending such person’s or entity’s business or employment relationship with the Company; or (ii) solicit, induce
or cause any employee of the Company to engage in Competing Services. The covenants set forth in this Section will not be violated
by the use of an independent employment agency not directed to solicit a particular individual or, generally, employees of the Company
or as a result of the use of a general solicitation (such as a newspaper advertisement or on radio or television, or an
online job posting) not specifically directed to employees or consultants of the Company.
(c) Non-Competition.
During the Employment Period and the Restricted Period, Executive shall not, directly or indirectly, actually or attempt to, engage in
the business of providing Competing Services within the Territory (as defined below).
(d) Definitions.
For the purposes of this Agreement, the following terms shall have the following meanings.
(i) “Competing
Services” means products or services that are the same, similar or otherwise in competition with the products and services that
the Company is then currently offering and from which products or services the Company derives at least 10% of its annual gross revenues,
as determined as of the Termination Date, (or such products or services of which Executive has knowledge, at the time in question, that
the Company has plans to offer within twelve (12) months) with which Executive was involved or about which Executive acquired Confidential
Information.
(ii) “Customer”
means any company or individual: (i) who purchased products or services from the Company whom Executive contacted or served during the
one-year prior to the Termination Date, for whom Executive supervised contact or service during the Employment Period or about whom Executive
acquired Confidential Information; and/or (ii) who was a potential customer of the Company within the one year immediately preceding the
Termination Date and (A) about whom Executive acquired Confidential Information or (B) who contacted Executive, whom Executive contacted,
or for whom Executive supervised contact regarding the potential purchase of products or services of the Company.
(iii) “directly
or indirectly” as it relates to an activity taken by Executive includes any activity taken directly by Executive or indirectly
on Executive’s behalf, except that nothing in this Agreement shall prohibit Executive from being a passive holder, for investment
purposes only, of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange, or
actively traded in a national over-the-counter market.
(iv) “Restricted
Period” means the Employment Period and for a period of twelve (12) months thereafter.
(v) “Supplier”
means any supplier of services to the Company, including as an employee or independent contractor, who supplied such services in the six
(6) months prior to the Termination Date and (A) about whom Executive acquired Confidential Information or (B) who worked directly for
or with Executive, or whom Executive contacted, in connection with such services.
(vi) “Territory”
means any state in which the Company is doing business or in which it is contemplating to do business pursuant to a then current business
plan.
9. Intellectual
Property.
9.1 The
Company’s Proprietary Rights. Executive acknowledges and agrees that all Intellectual Property (defined below) created, made
or conceived by Executive (solely or jointly) during Executive’s employment by the Company that relates to the actual or anticipated
businesses of the Company or results from or is suggested by any work performed by employees or independent contractors for or on behalf
of the Company (“Company Intellectual Property”) shall be deemed “work for hire” and shall be and remain
the sole and exclusive property of the Company for any and all purposes and uses whatsoever as soon as Executive conceives or develops
such Company Intellectual Property, and Executive hereby agrees that its assigns, executors, heirs, administrators or personal representatives
shall have no right, title or interest of any kind or nature therein or thereto, or in or to any results and proceeds therefrom. If for
any reason such Company Intellectual Property is not deemed to be “work-for-hire,” then Executive hereby irrevocably and unconditionally
assigns all rights, title, and interest in such Company Intellectual Property to the Company and agrees that the Company is under no further
obligation, monetary or otherwise, to Executive for such assignment. Executive also hereby waives all claims to any moral rights or other
special rights (“Moral Rights”), including, without limitation, all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit
moral” or the like, that Executive may have or may accrue in any Company Intellectual Property. To the extent that any such Moral
Rights cannot be assigned under applicable law, Executive hereby ratifies and consents to any action that may be taken with respect to
such Moral Rights by or on behalf of the Company and waives and agrees not to enforce any and all such rights, including, without limitation,
any limitation on subsequent modification, to the extent permitted under applicable law. As used in this Agreement, “Intellectual
Property” shall mean and include any ideas, inventions (whether or not patentable), designs, improvements, discoveries, innovations,
patents, patent applications, trademarks, service marks, trade dress, trade names, trade secrets, works of authorship, copyrights, copyrightable
works, films, audio and video tapes, other audio and visual works of any kind, scripts, sketches, models, formulas, tests, analyses, software,
firmware, computer processes, computer and other applications, creations and properties, Confidential Information and any other patents,
inventions or works of creative authorship.
9.2 Waiver.
In the event that Executive owns or claims any rights to Company Intellectual Property that cannot be assigned to the Company, Executive
irrevocably waives all claims and the enforcement of all such rights against the Company, and its respective officers directors, assigns
and licensees, and agrees, at the Company’s request and expense, to consent to and join in any action to enforce the Company’s
interests in such Company Intellectual Property.
9.3 Cooperation
Regarding Intellectual Property. Executive agrees to assist the Company, and to take all reasonable steps, with securing patents,
registering copyrights and trademarks, and obtaining any other forms of protection for the Company Intellectual Property in the United
States and elsewhere. In particular, at the Company’s sole expense (except as noted in clause (i) below), Executive shall forthwith
upon request of the Company execute all such assignments and other documents (including applications for patents, copyrights, trademarks,
and assignments thereof) and take all such other action as the Company may reasonably request in order (i) to vest in the Company all
of Executive’s right, title, and interest in and to such Company Intellectual Property, free and clear of liens, mortgages, security
interests, pledges, charges, and encumbrances (“Liens”) (and Executive agrees to take such action, at Executive’s
expense, as is necessary to remove all such Liens) and (ii), if patentable or copyrightable, to obtain patents or copyrights (including
extensions and renewals) therefor in any and all countries in such name as the Company shall determine.
9.4 License
to Prior Invention. If Executive in the course of Executive’s employment with the Company incorporates into a Company product
Intellectual Property that Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement
of Executive’s employment with the Company in which Executive has a property right (each, a “Prior Invention”),
Executive hereby grants to the Company a perpetual, nonexclusive, royalty-free, irrevocable, worldwide license (with the full right to
sublicense) to make, have made, modify, use and sell such Prior Invention. Executive will not incorporate any Intellectual Property owned
by any third party into any Company Intellectual Property without the Company’s prior written permission.
10. Non-Disparagement.
Executive agrees not to, knowingly and intentionally, make any disparaging remark or send any disparaging communication which is reasonably
expected to result in, or does result in, damage to (i) the reputation of the Company or (ii) the reputation of the business, officers
and directors of the Company. The Company agrees not to, knowingly and intentionally, make any disparaging remarks or send any disparaging
communications by press release or other formal communication or take any other action, directly or indirectly, with respect to Executive
which is reasonably expected to result in, or does result in, damage to Executive’s reputation. Within five (5) days of the Termination
Date, the Company agrees to issue a written directive to all of the then-current members of the Board and executive officers of the Company,
instructing them that they should not, directly or indirectly, criticize or otherwise disparage or solicit or encourage others to criticize
or otherwise disparage Executive. This Section does not apply to (i) truthful statements made in connection with legal proceedings, governmental
and regulatory investigations and actions; (ii) any other truthful statement or disclosure required by law; or (iii) business-related
intra-Company communications made in good faith to persons with a legitimate business reason to know such information.
11. Injunctive
Relief and Other Remedies. Executive acknowledges that certain breaches of this Agreement may result in material irreparable injury
to the Company for which there is no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company may
be entitled to seek a temporary restraining order and/or a preliminary and/or permanent injunction. The provisions of this section shall
not limit any other remedies available to the Company as a result of a breach of the provisions of this Agreement or otherwise. During
the pendency of any dispute or controversy between the Parties, the Company shall not withhold any payments or benefits due to Executive,
whether under this Agreement or otherwise.
12. NLRA
Compliance. All terms of this Agreement shall be interpreted and applied in a manner that complies with the National Labor Relations
Act (“NLRA”), including without limitation, Section 7 thereof. Thus, to the extent Executive is covered by the NLRA, no provision
of this Agreement, notwithstanding the language thereof, shall prohibit Executive, alone or with other Company employees, from (i) filing
unfair labor practice charges; (ii) assisting others who are filing such charges; (iii) cooperating with the investigative process of
National Labor Relations Board (the “NLRB) and other government agencies; (iv) self-organizing, forming, joining or assisting
labor organizations; (v) bargaining collectively through representatives of their own choosing; (vi) discussing wages, hours, working
conditions, other labor policies, or unionism for the purpose of collective bargaining or other mutual aid or protection; (vii) taking
or posting pictures or videos of employees engaged in such activities or other activities involving collective bargaining or other mutual
aid or protection; (viii) taking other action with one or more co-workers to improve working conditions by, among other means, raising
work-related complaints directly with the Company or with a government agency, or seeking help from a union; or (ix) choosing not to engage
in any of the foregoing activities.
13. Miscellaneous
Provisions.
13.1 Section
409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively
“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith.
13.2 Assignability
and Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors
and legal representatives of Executive, and shall inure to the benefit of and be binding upon the Company, the Company Affiliates and
their successors and assigns, but the obligations of Executive are personal services and may not be delegated or assigned. Executive shall
not be entitled to assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of Executive’s
rights and obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect. This Agreement
may be assigned by the Company to a person or entity that is an affiliate or a successor in interest to substantially all of the business
operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations
of such affiliate or successor person or entity.
13.3 Severability
and Blue Penciling. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force
and effect. However, if any court determines that any covenant in this Agreement, is unenforceable because the duration, geographic scope
or restricted activities thereof are overly broad, then such provision or part thereof shall be modified by reducing the overly broad
duration, geographic scope or restricted activities by the minimum amount so as to make the covenant, in its modified form, enforceable.
13.4 Choice
of Law and Forum; Jury Waiver. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes
relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of
law provisions thereof. Any dispute arising from this Agreement, any general release executed in form of Exhibit B pursuant to this Agreement
or Executive’s employment with the Company, including but not limited to claims for wrongful termination; violation of Title VII
of the Civil Rights Act of 1964 as amended; violations of the Americans with Disabilities Act of 1990; violations of Texas law; or claims
for violations of any state law or rule or regulation regarding discrimination, harassment or other wrongful conduct (collectively, “Covered
Claims”), shall be decided solely and exclusively in a final and binding arbitration administered by the JAMS in Dallas, Texas,
in accordance with the JAMS Employment Arbitration Rules in effect at the time of the filing of the demand for arbitration (the “Rules”),
a copy of which is available at http://www.jamsadr.com/rules-employment-arbitration/. The arbitrator shall be a single arbitrator with
expertise in employment disputes, mutually selected by the parties, or, if the parties are unable to agree thereon, a single arbitrator
with expertise in employment disputes designated by the Dallas office of JAMS. The arbitrator shall have the authority to award all remedies
available in a court of law. The Company shall pay the arbitrator’s fees and all fees and costs to administer the arbitration. The
parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of the Agreement and continue
after the termination of the employment relationship between the Executive and the Company. By agreeing to arbitrate disputes arising
out of Executive’s employment, the Executive and the Company voluntarily and irrevocably waive any and all rights to have any such
dispute heard or resolved in any forum other than through arbitration as provided herein. THIS WAIVER SPECIFICALLY INCLUDES, BUT
IS NOT LIMITED TO, ANY RIGHT TO TRIAL BY JURY. Notwithstanding anything to the contrary set forth herein, this Section will not
apply to claims for workers’ compensation or unemployment benefits and will not apply to claims for injunctive relief. All arbitration
proceedings hereunder shall be confidential, except: (a) to the extent the parties otherwise agree in writing; (b) as may be otherwise
appropriate in response to a request from a government agency, subpoena, or legal process; (c) if the substantive law of the State of
Texas (without giving effect to choice of law principles) provides to the contrary; or (d) as is necessary in a court proceeding to enforce,
correct, modify or vacate the arbitrator’s award or decision (and in the case of this subpart (d), the parties agree to take all
reasonable steps to ensure that the arbitrator’s award, decision or findings and all other documents, pleadings and papers are filed
and/or entered with the court under seal and/or in a manner that would maintain their confidentiality, including, without limitation,
complying with all rules of procedure and local rules for filing documents, pleadings and papers under seal).
13.5 Notices.
Any notice or other communication under this Agreement shall be in writing and shall be delivered by hand, email, facsimile or mailed
by overnight courier or by registered or certified mail, postage prepaid to the addresses set forth below. Any notice so addressed shall
be deemed to be given: if delivered by hand or email, on the date of such delivery; if by facsimile, on the date of such delivery if receipt
on such day is confirmed and, if not so confirmed, on the next business day; if mailed by overnight courier, on the first business day
following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing.
(a) If
to Executive, to Executive’s address on the books and records of the Company.
(b) If
to the Company, to 13355 Noel Rd. Suite 1100 Dallas, Texas 75240 Attn: Board of Directors, or at such other mailing address, email address
or facsimile number as it may have furnished in writing to Executive.
13.6 Survival
of Terms. All provisions of this Agreement that, either expressly or impliedly, contain obligations that extend beyond termination
of Executive’s employment hereunder, shall survive the termination of this Agreement and of Executive’s employment hereunder
for any reason.
13.7 Interpretation.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular
and the plural include one another.
13.8 Voluntary
and Knowing Execution of Agreement; Entire Agreement. Executive acknowledges that (i) Executive has had the opportunity to consult
an attorney regarding the terms and conditions of this Agreement before executing it, (ii) Executive fully understands the terms of this
Agreement including, without limitation, the significance and consequences of the post-employment restrictive covenants, and (iii) Executive
is executing this Agreement voluntarily, knowingly and willingly and without duress. This Agreement constitutes the entire understanding
and agreement of the Parties concerning the subject matter hereof, and it supersedes all prior negotiations, discussions, correspondence,
communications, understandings and agreements regarding such subject matter. Each Party acknowledges and agrees that such Party is not
relying on, and may not rely on, any oral or written representation of any kind that is not set forth in writing in this Agreement.
13.9 Waivers
and Amendments. This Agreement may be altered, amended, modified, superseded or cancelled, and the terms hereof may be waived, only
by a written instrument signed by the Parties or, in the case of a waiver, by the Party alleged to have waived compliance. Any such signature
of the Company must be by an authorized signatory for the Company. No delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single
or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other
such right, power or privilege.
13.10 Counterparts.
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic
copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts) may be used in lieu
of the originals for any purpose.
Remainder of page intentionally
left blank.
IN WITNESS WHEREOF, the Parties
have executed and delivered this Agreement as of the date first above written.
| /s/ Songhai Chai |
|
| SONGHAI CHAI |
|
| |
|
| SOLIDION TECHNOLOGY, INC. |
|
| |
|
| By: |
/s/ Jaymes Winters |
|
| |
Name: |
Jaymes Winters |
|
| |
Title: |
Chief Executive Officer |
|
Signature page to the Employment Agreement
EXHIBIT A
2023 LONG-TERM INCENTIVE PLAN
EXHIBIT B
RELEASE AGREEMENT
1. Songhai
Chai (“Executive”), for Executive and Executive’s family, heirs, executors, administrators, legal representatives
and their respective successors and assigns, in exchange for the consideration received pursuant to the Employment Agreement (the “Severance
Benefits”) to which this release is attached as Exhibit B (the “Employment Agreement”), does hereby release
and forever discharge Solidion Technology, Inc. (the “Company”), its former and current parents, subsidiaries, divisions,
affiliates, predecessors, successors and assigns, and each of their former and current agents, employees, officers, directors, shareholders,
members, partners, trustees, heirs, joint venturers, attorneys, representatives, owners and servants (collectively, the “Company
Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever (collectively,
“Claims”), whether known or unknown, that Executive ever had, now has or may have based upon any matter, fact, cause
or thing, occurring up to and including the date Executive executes this General Release, including, without limitation, all Claims regarding
Executive’s employment with the Company, or any events that may have occurred during the course of Executive’s employment
or the termination of Executive’s employment. This includes, without limitation, a release of any and all Claims for unpaid wages,
holiday pay, overtime, bonuses or other compensation, breach of contract, wrongful discharge, disability benefits, life, health and medical
insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation, emotional distress, violations
of public policy, defamation, fraudulent misrepresentation or inducements and severance pay and any other federal, state or local laws,
statutes, rules, ordinances or regulations, whether equal employment laws, statutes, rules or regulations or otherwise. Without
limiting the generality of the release provided above, Executive expressly waives any and all claims under the Age Discrimination in Employment
Act (“ADEA”) that Executive may have as of the date hereof. Executive further understands that, by signing
this General Release, Executive is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws
within the scope of this Section that may have existed on or prior to the date hereof. Notwithstanding anything in this Section
to the contrary, this General Release shall not apply to (i) any right Executive has to the Severance Benefits; (ii) any rights to receive
any payments or benefits to which the Executive is entitled under COBRA, (iii) any rights or claims that may arise as a result of events
occurring after the date this General Release is executed, (iv) any indemnification and advancement rights Executive may have as a former
employee, officer or director of the Company or its subsidiaries, (v) any claims for benefits under any directors’ and officers’
liability policy maintained by the Company or its affiliates in accordance with the terms of such policy, and (vi) Executive’s rights
to the Accrued Obligations (as defined in the Employment Agreement). Executive understands and agrees that the claims released in this
Section include not only claims presently known to Executive, but also all unknown or unanticipated claims, rights, demands, actions,
obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope of the released claims
as described in this Section.
2. Solidion
Technology, Inc. (the “Company”), for itself and on behalf of its former and current parents, subsidiaries, divisions,
affiliates, predecessors, successors and assigns, and each of their former and current agents, employees, officers, directors, shareholders,
members, partners, trustees, heirs, joint venturers, attorneys, representatives, owners and servants, and any other Company Released Parties,
does hereby release and forever discharge Executive from any and all actions, causes of action, suits, controversies, claims and demands
whatsoever (collectively, “Claims”), whether known or unknown, that the Company ever had, now has or may have based
upon any matter, fact, cause or thing, occurring up to and including the date Executive executes this General Release, including, without
limitation, all Claims regarding Executive’s employment with the Company, or any events that may have occurred during the course
of Executive’s employment. Notwithstanding anything in this Section to the contrary, this General Release shall not apply to (i)
any rights or claims that may arise as a result of events occurring after the date this General Release is executed, and (ii) any claims
that cannot be released under applicable law. The Company understands and agrees that the claims released in this Section include not
only claims presently known to the Company or any of the Company Released Parties, but also all unknown or unanticipated claims, rights,
demands, actions, obligations, liabilities and causes of action of every kind and character that would otherwise come within the scope
of the released claims as described in this Section.
3. Executive
represents that Executive has not filed against the Company Released Parties any complaints, charges, or lawsuits arising out of Executive’s
employment, or any other matter arising on or prior to the date of this General Release, and covenants and agrees that Executive will
never individually or with any person file, or commence the filing of any lawsuits, complaints or proceedings with any governmental agency,
or against the Company Released Parties with respect to any of the matters released by Executive herein; except that nothing in this General
Release shall prevent Executive from filing a charge or complaint with or from participating in an investigation or proceeding conducted
by the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), the Securities and Exchange Commission,
or any other federal, state or local agency charged with the enforcement of any laws.
4. Executive
represents, warrants and agrees that (i) Executive’s employment with the Company terminated on _______, (ii) in the absence of Executive’s
execution of this General Release, the Severance Benefits would not otherwise be due to him, and (iii) other than the Severance Benefits
and the Accrued Obligations, the Company owes Executive no wages, overtime pay, commissions, bonuses, sick pay, personal leave pay, severance
pay, vacation pay or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically
provided for in this Agreement.
5. Executive
hereby acknowledges that the Company has informed Executive that Executive has up to 21 days to sign this General Release and Executive
may knowingly and voluntarily waive that 21-day period by signing this General Release earlier. Executive also understands
that Executive shall have seven days following the date on which Executive signs this General Release within which to revoke it by providing
a written notice of Executive’s revocation to the Company.
6. Executive
acknowledges and agrees that this General Release shall in all respects be subject to, governed by and construed in accordance with the
laws of the State of Texas, without reference to the principles of conflicts of laws thereof. Any dispute concerning this General Release
shall be resolved pursuant to the dispute resolution provisions of the Employment Agreement.
7. Executive
acknowledges that Executive has read this General Release, that Executive has been advised that Executive should consult with an attorney
before Executive executes this General Release, and that Executive understands all of its terms and executes it voluntarily and with full
knowledge of its significance and the consequences thereof.
8. This
General Release shall become irrevocable on the eighth day following Executive’s execution of this General Release, unless previously
revoked.
Intending to be legally bound
hereby, Executive has executed this General Release on __________________,
v3.25.0.1
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-Section 425
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Solidion Technology (NASDAQ:STI)
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