Employment Agreement, dated as of April 28, 2023, between the Company and Sarah Wyant

Contract Categories: Human Resources - Employment Agreements
EX-10.20 5 ex10_20.htm EXHIBIT 10.20

 

Exhibit 10.20

 

April 28, 2023Sarah WyantRe: Offer of Employment Dear Sarah: On behalf of Atlis Motor Vehicles (the "Company"), I am pleased to offer you the position of VP, Finance locatedin Mesa. This letter sets forth the terms and conditions of your employment with the Company. It is important that youunderstand clearly both what your benefits are and what the Company expects of you. By signing this letter, you will beaccepting employment on the following terms. 1. Effective Date. Your employment will commence on May 15, 2023 (the "Effective Date"). Your job title willbe VP, Finance, reporting to Apoorv S Dwivedi, CFO. 2. Compensation. This is an exempt position and you will be paid $190,000 per year in accordance with the Company'snormal payroll procedures. Subject to the Company's current annual performance review process, you may beeligible for an increase of your base compensation if your annual performance reviews are favorable.3. Sign-On Long-Term Incentive: Subject to your continued service as an employee through vesting periods, you areeligible to receive grant of restricted stock units with a fair value of $190,000("Long Term Equity Incentive" or"LTEI") vested over a period of four years, to be granted on a grant date in the near future. The Long-Term EquityIncentive is subject to (a) corporate reorganization to parent public holding company Atlis, Inc. or another namedpublic holding company ("Pubco"); (b) the Pubco's stockholders approving the Omnibus Equity Compensation Plan("Stockholder Approval") and (c) approval of the terms and conditions of such award by the Committee ("CommitteeApproval"). In order to receive the LTEI grant, you must remain in service as an employee of the Company or itsaffiliates through the dates of Stockholder Approval and Committee Approval. The LTEI grant will vest over athree-year period in percentages of 25% after years one and two, 50% after year three, and will be subject to theOmnibus Equity Compensation Plan and the RSU Grant award agreement. For these purposes, the term"Committee" means the board of directors or its delegate, as provided under the equity incentive plan (the "OmnibusEquity Compensation Plan") intended to be adopted by the Company, its parent or subsidiary, or its successor. Ifyou separate from the Company for any reason, you will forfeit all unvested equity. LTEI grants are not subject topro ration for months of service.4. Sign-On Equity: Subject to your continued service as an employee through vesting periods, you are eligible toreceive grant of restricted stock units with a fair value of $10,000 vested annually on your start date, to be granted atthe first board meeting following your start date. The bonus is subject to (a) corporate reorganization to parent publicholding company Atlis, Inc. or another named public holding company ("Pubco"); (b) the Pubco's stockholdersapproving the Omnibus Equity Compensation Plan ("Stockholder Approval") and (c) approval of the terms andconditions of such award by the Committee ("Committee Approval"). In order to receive the Sign-on grant, youmust remain in service as an employee of the Company or its affiliates through the dates of Stockholder Approvaland Committee Approval. The Sign-on grant will be subject to the Omnibus Equity Compensation Plan and the RSUGrant award agreement. For these purposes, the term "Committee" means the board of directors or its delegate, as

 

   

 

provided under the equity incentive plan (the "Omnibus Equity Compensation Plan") intended to be adopted by theCompany, its parent or subsidiary, or its successor. If you separate from the Company for any reason, you willforfeit all unvested equity. All grants are not subject to pro ration for months of service.5. Employee Benefits. You will be eligible to participate in Company-sponsored benefits, including health benefits,paid holidays and other benefits that the Company may offer to similarly situated employees from time to time. Your eligibility to receive such benefits will be subject in each case to the generally applicable terms and conditionsfor the benefits in question and to the determinations of any person or committee administering such benefits. TheCompany may from time to time, in its sole discretion, amend or terminate the benefits available to employees. Youwill be covered by worker's compensation insurance, state disability insurance and other governmental benefitprograms as required by state law.6. At-Will Employment. Your employment with the Company is "at-will." In other words, either you or the Companycan terminate your employment at any time for any reason, with or without cause and with or without notice, withoutliability except as expressly set forth in this letter. No representative of the Company has authority to enter into anyagreement contrary to the foregoing "employment at will" relationship.7. Adjustments and Changes in Employment Status. The Company reserves the right to make personnel decisionsregarding your employment, including but not limited to decisions regarding any transfers or other changes in dutiesor assignments, changes in your salary and other compensation, changes in benefits and changes in Companypolicies or procedures.8. Non-Disclosure Agreement ("NDA"). You will be required to sign and abide by the terms of the enclosed NDAprior to beginning employment, indicating your full agreement to, and ongoing compliance with, the terms of thatagreement, which include, among other provisions, the assignment of patent rights to any invention made duringyour employment at the Company, and non-disclosure of the Company's proprietary information.9. References and Immigration Documents. This offer is contingent upon satisfactory completion of all of ourreference and background checks, and on your ability to prove your identity and authorization to work in the U.S. forthe Company. You must comply with the United States Citizenship and Immigration Services employmentverification requirements. 10. No Conflicting Obligations. By execution of this letter, you represent and warrant that your performance of thisletter does not and will not breach any agreement you have entered into, or will enter into, with any other party. Youmust disclose to the Company any and all agreements relating to your prior employment that may affect youreligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company'sunderstanding that any such agreements will not prevent you from performing the duties of your position and yourepresent that such is the case. Moreover, you agree that, during the term of your employment with the Company,you will not engage in any other employment, occupation, consulting, or other business activity directly related tothe business in which the Company is now involved or becomes involved during the term of your employment, norwill you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree notto bring any third-party confidential information to the Company, including that of any former employer, and thatyou will not in any way utilize any such information in performing your duties for the Company. By signing andaccepting this offer, you represent and warrant that: (i) you are not subject to any pre-existing contractual or otherlegal obligation with any person, company or business enterprise which may be an impediment to, or a conflict ofinterest with, your employment with the Company, or your providing services to the Company as its employee; (ii)you do not have and shall not bring onto the Company's premises, or use in the course of your employment with theCompany, any confidential or proprietary information of another person, company or business enterprise to whomyou previously provided services; and (iii) you will not, at any time during your employment with the Company,breach any obligation or agreement that you have entered into with any third party, including your former employers. You agree not to enter into any written or oral agreement that conflicts with this letter. 11. Integrated Agreement. This letter supersedes any prior agreements, representations or promises of any kind, whetherwritten, oral, express or implied between the parties hereto with respect to its subject matter. Likewise, this letterwill constitute the full, complete and exclusive agreement between you and the Company with respect to its subjectmatter. This Agreement may only be changed by a writing, signed by you and an authorized representative of theCompany.12. Severability. If any term of this letter is held to be invalid, void or unenforceable, the remainder of the terms herein

 

   

 

will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find analternative way to achieve the same result.13. Governing Law. The terms of this letter and the resolution of any dispute as to the meaning, effect, performance orvalidity of this letter or arising out of, related to, or in any way connected with, this letter, your employment with theCompany or any other relationship between you and the Company (a "Dispute") will be governed by the laws of theState of Arizona, without giving effect to the principles of conflict of laws. You and the Company consent to theexclusive jurisdiction of, and venue in, the state or federal courts in Arizona. This offer letter expires on May 3, 2023. Sincerely,Atlis Motor VehiclesKatie Rogers SiekerVP, People04/28/2023Acknowledgment and Acceptance of Employment OfferI accept employment with Atlis Motor Vehicles and acknowledge and fully agree to the terms and conditions set forth inthis offer letter:Sarah Wyant