Transaction Bonus Agreement, effective April 2, 2022, between Stoyan Kenderov and Plastiq Inc

Exhibit 10.24

TRANSACTION BONUS AGREEMENT

This Transaction Bonus Agreement (“Agreement”) is effective on 04 / 02 / 2022 (the “Effective Date”), by and between Stoyan Kenderov (“Employee”) and Plastiq Inc. (“Company”). In consideration of the mutual promises made herein, the Company and Employee agree as follows.

1. Purpose of Transaction Bonus. Employee is being offered a Transaction Bonus in order to encourage Employee to remain employed with the Company in good standing through a Sale Event (as defined below) that occurs following the Effective Date and before the 18-month anniversary of the Effective Date. This Agreement shall not modify the duration of the Employee’s employment with the Company, and the Employee remains an employee-at-will during the entire time of employment with the Company.

For purposes of this Agreement, “Sale Event” means the consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), or (iii) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a person or group of persons. For the avoidance of doubt, an initial public offering, acquisition of the Company by a special purpose acquisition company, another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”

2. Transaction Bonus Amount. The Company shall pay to Employee a one-time, lump sum, cash bonus in a total amount of $1,500,000.00 USD (“Transaction Bonus”), less applicable state and federal taxes and withholdings, if Employee remains employed by the Company in good standing through the first Sale Event that occurs following the Effective Date and before the 18-month anniversary of the Effective Date.

3. Payment Schedule. If Employee is employed through the Sale Event, the Company shall pay in lump sum the full Transaction Bonus, less applicable state and federal taxes and withholdings, within thirty (30) days following the closing date of such Sale Event.

4. Impact of Employee Separation on Transaction Bonus:

5. Shareholder Approval. If the Company (a) reasonably determines with the advice of counsel that the payment to the Employee of the Transaction Bonus could reasonably be expected to result in the imposition of excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the corresponding lost employer tax deduction under Section 280G of the Code, and (b) desires to submit the payment of the Transaction Bonus to shareholders for approval in a manner that satisfies Section 280G(b)(5)(B) of the Code and Treas. Reg. Section 1.280G-1, Q/A 7, the Employee agrees to reasonably cooperate with the Company in connection with the shareholder approval process and to reasonably consider the waiver of the right to the payment of the Transaction Bonus in connection therewith. For the avoidance of doubt, any waiver requested by the Company will only apply to the extent of “parachute payments” that exceed the “Safe Harbor” under Section 280G of the Code.

6. Miscellaneous.

7. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California.