TMTG Second Amendment to Executive Employment Agreement with Phillip Juhan, dated March 8, 2024
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EX-10.8 3 ef20039039_ex10-8.htm EXHIBIT 10.8
Exhibit 10.8
Second Amendment to Employment Agreement
WHEREAS, Trump Media & Technology Group Corp. f/k/a Trump Media Group Corp. (“Company,” or “TMTG”) and Phillip Juhan (“Employee”), entered into an employment letter agreement made effective as of July 7, 2021 (“Employment Agreement”);
WHEREAS, Company and Employee executed an Amendment to Employment Agreement made effective as of December 31, 2021 (“Amendment”);
WHEREAS, Company and Employee now desire to further amend the Employment Agreement, as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants set forth in the Employment Agreement and intending to be legally bound, Company and Employee agree as follows, as of the date of the last signature hereto:
1. | Section 4.1 of the Employment Agreement is hereby amended by adding the following after “Your Base Salary will be increased automatically to no less than $325,000 and $350,000 on the first and second anniversaries, respectively, of your start date.”: |
“Effective as of the date of the closing of Company’s anticipated business combination with Digital World Acquisition Corp.(“DWAC”) (“Closing Date”), Employee’s Base Salary shall automatically increase to an annualized rate of $365,000.”
2. | Section 4.2 of the Employment Agreement is hereby amended by adding the following at the end: |
“Following and contingent upon the closing of the first of the following to occur after March 6, 2024: (i) a merger between the Company and a Special Purpose Acquisition Company, including, without limitation, the Company’s anticipated business combination with DWAC, (ii) an initial public offering; (iii) a Qualified Private Equity Raise, or (iv) a Change of Control, Employee shall receive a one-time retention bonus of $600,000. The retention bonus shall be paid in a single lump sum cash payment, less applicable tax and other withholdings, as soon as practicable, and in any event within 30 days, after such closing. In the event of a business combination between the Company and DWAC, such retention bonus shall be paid in accordance with the Retention Bonus Agreement, effective as of February 12, 2024, between DWAC and the Company, provided, however, that the definition of “Cause” herein shall also serve as a definition of “Good Cause” for purposes of such Retention Bonus Agreement. For the purposes of the foregoing, “Qualified Private Equity Raise” means one transaction, or a series of related transactions, whereby more than Fifty Million United States Dollars (US$50,000,000) is invested in the Company; and the term “Change of Control” means a (i) a merger or consolidation of the Company with another entity, unless the Company’s stockholders immediately before such or merger or consolidation own at least 50% of the stock of the resulting entity; or (ii) a sale, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets.”
3. | Section 4.6 of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
“Equity Compensation. Following the Closing Date, Employee shall be eligible to receive equity awards pursuant to and in accordance with the Trump Media & Technology Group Corp. 2024 Equity Incentive Plan, as such may be amended, supplemented or modified from time to time.”
4. | Section 5 of the Amendment is hereby amended by adding the following at the end: “ |
“For the avoidance of doubt, Company and Employee acknowledge and affirm the validity of that certain convertible promissory note dated March 7, 2024, made by Company in favor of Employee.”
COMPANY | EMPLOYEE | ||||
By: | /s/ Scott Glabe | By: | /s/ Phillip Juhan | ||
Scott Glabe, General Counsel | Phillip Juhan | ||||
DATE: 3/8/2024 | DATE: 3/8/2024 |