Employment Agreement, dated November 1, 2022, by and between ESS Tech, Inc. and Anthony Rabb

EX-10.14 5 exhibit1014-employmentagre.htm EX-10.14 Document

26440 SW Parkway., Wilsonville OR 97070 Exhibit 10.14

T: 855 ###-###-####

www.essinc.com OFFER LETTER

October 31, 2022

Anthony Rabb

Dear Anthony,

As discussed, we are extending to you an offer of employment as Chief Financial Officer, reporting to Eric Dresselhuys with a start date of November 1, 2022.

Compensation:

•Your annual salary will be $415,000, paid out on a bi-monthly basis of $17,291.67

•As a part of accepting this offer, you will be granted restricted stock units valued at $2,500,000. The RSUs vest over a 4-year period with 25% at 1-year from grant date and then quarterly until fully vested.

•This role is eligible for future participation in the company RSU evergreen program.

•Termination without Cause or Resignation for Good Reason. If Termination occurs (a) due to termination by the Company for a reason other than Cause, disability, or death or (b) due to termination by you on account of Good Reason then you will be entitled to the following:

•Your equity vesting schedule will be accelerated by twelve (12) months from the date of termination; and

•You will receive continuing payments of severance pay at a rate equal to Base Salary and Cash Bonus Target (CBT) percentage as in effect immediately prior to the Termination Date for a period of nine (9) months from the date of termination, less all required tax withholdings and other applicable deductions, which will be paid in accordance with the Company’s regular payroll procedures.

•The Company will pay for COBRA insurance for a period of nine (9) months from the date of termination.

•You will be eligible to earn bonus or other incentive compensation applicable to your position as may be adopted by the company hereafter from time to time. The Board of Directors reserves the right to provide Board approved executive bonuses and other incentive compensation that are based up the successful completion of designated business milestones and other operational and financial targets. Your first eligible bonus will be pro-rated for the calendar year 2022 with a base salary bonus target of 75%. This will be based fully on meeting corporate goals.

Benefit Information:

As a full-time employee of ESS, Inc., you are eligible to participate in our benefit plan in addition to your compensation.

•Group health insurance including, medical, dental, vision, and more. You are eligible for health benefits on the first day of the month following your start date.

•Holidays: You will receive 8 paid holidays.

•Executive Unlimited PTO (EUPTO) policy, through which Director, Executive, and Senior Leadership level employees are afforded the flexibility to take time off for vacation, illness and personal pursuits, and shift schedules, as necessary. Starting your first day of employment.

•401(k): You are eligible to participate in our 401(k) plan after 90 days of employment. You will be automatically enrolled with a 2% employee contribution.

Legal Info

Your employment with ESS, Inc. is for no specified period and constitutes At-Will Employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, ESS, Inc. is free to conclude its employment relationship with you at any time, with or without cause.

26440 SW Parkway., Wilsonville OR 97070 Exhibit 10.14

T: 855 ###-###-####

www.essinc.com OFFER LETTER

As a condition to your employment with the Company, you will be required to sign the Company’s standard Employee Proprietary Information and Inventions Assignment Agreement (EPIIAA), a copy of which is attached for your review and signature.

You have told the Company that by signing this letter, your commencement of employment with the Company does not violate any agreement you have with your current employer; your signature confirms this representation.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below, sign the enclosed Employee Proprietary Information and Inventions Assignment Agreement, and return them to Kendra Larsen, Director of Human Resources (kendra.larsen@essinc.com).

This offer of employment is contingent upon the satisfactory completion of appropriate background check and a pre-employment drug screen.

As required by law, this offer is subject to the presentation of satisfactory proof of your right to work in the United States within three (3) business days of your date of hire.

Please read the offer letter completely, plus all the information included with this offer letter. Then, sign and return the offer letter, along with the additional documents included with the offer letter.

We look forward to working with you at ESS, Inc.

Sincerely,

/s/ Eric Dresselhuys

Eric Dresselhuys, CEO

Employment Acceptance

I have read and understand the provisions of employment, and accept the conditional job offer. I understand my employment with ESS, Inc. is considered “at-will”, meaning either the company or I may terminate the employment relationship at any time, with or without cause.

/s/ Anthony Rabb October 31, 2022

Signature Date