This EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of this 13th day of July 2020 (the Effective Date), by and between MP Mine Operations LLC (the Company) and Sheila Bangalore (the Executive).
W I T N E S S T H :
WHEREAS, Executive is currently employed by the Company; and
WHEREAS, Executive is a party to an employment agreement with the Company, executed by Executive on February 27, 2020 (the Prior Agreement); and
WHEREAS, the Company is contemplating either (i) an initial public offering of the Company (or such other entity created to effectuate such offering), or (ii) the consummation of a transaction with a SPAC, following which, the equity of the Company is sold, exchanged, or converted into publicly traded securities (as applicable, the Going Public Transaction, and the publicly traded entity resulting from (i) or (ii), as applicable, PubCo); and
WHEREAS, in anticipation of the Going Public Transaction, the Company desires to continue to employ Executive and to enter into this Agreement embodying the terms of such continued employment, and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement; and
WHEREAS, effective upon the closing of the Going Public Transaction (the Closing), without further action by the parties hereto, the Company shall assign and shall cause the PubCo to assume this Agreement, at which time, all references to the Company thereafter shall instead refer to PubCo.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:
Section 1. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix A, attached hereto.
Section 2. Acceptance and Term of Employment.
The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. Executives employment hereunder shall commence on the Effective Date and continue until terminated as provided in Section 7 hereof (the Term of Employment).
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3. Position, Duties, and Responsibilities; Place of Performance.
(a) Position, Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as the General Counsel and Chief Strategy Officer of the Company, reporting to directly to the Companys Chief Executive Officer, and having such