Gevo, Inc. Employment Offer Letter to Andrew L. Shafer (Chief Marketing, Customer, and Brand Officer)
Gevo, Inc. offers Andrew L. Shafer the position of Chief Marketing, Customer, and Brand Officer, starting around November 1, 2023. The agreement outlines a $400,000 annual salary, eligibility for cash and equity bonuses, and an initial equity award. Employment is at-will, and Mr. Shafer is eligible for severance and change-in-control benefits if certain conditions are met. He must sign non-competition, non-solicitation, and confidentiality agreements as a condition of employment. The letter details key benefits, reporting structure, and expectations for full-time commitment to Gevo, Inc.
Exhibit 10.3
Via Email to: [*****]
ANDREW L. SHAFER
[*****]
October 13, 2023
Re: | Offer of Employment with Gevo, Inc. |
Dear Andy:
We are very pleased to extend an offer of employment with Gevo, Inc. (the “Company”), estimated to begin on November 1, 2023. The terms of our offer are as follows:
1. | Position. |
You will be employed by the Company in a regular, full-time position as the Chief Marketing, Customer, and Brand Officer, reporting to the Chief Executive Officer. Beginning on the date you join the Company, you will be expected to devote your full working time and attention to the business of the Company and not to work for any other business without the Company’s approval; provided, however, you may continue your service on (i) the board of directors for each of Pyran, Inc., Lakril Technologies, Sironix Renewables, Kalion, Inc. and the Northeastern Illinois University Business Innovation and Growth Center, and (ii) the Northeastern Illinois University College of Business and Technology Dean's Advisory Council. For each of the listed obligations that are non-Company related, you will confer with the Company’s Chief Executive Officer to determine how much time is expected to be spent on those obligations. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will also be expected to comply with and be bound by the Company’s operating policies, procedures and practices that are from time to time in effect during the term of your employment.
2. | Salary, Annual Cash Bonus, Annual Equity, and Benefits. |
Your annual salary shall be $400,000, payable in accordance with the Company’s normal payroll practices, with such payroll deductions and withholdings as are required by law. You will be eligible for an annual incentive payout in cash targeted at 65% of your base salary. This cash
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bonus is payable at the discretion of the Compensation Committee of the Board of Directors based on pre-determined annual goals. In addition, you will be eligible to receive an annual incentive payout in equity (stock options, RSUs etc.) which may or may not be granted at the sole discretion of the Compensation Committee of the Board of Directors, and could be increased or decreased depending on the circumstances of the Company (size of pool available for grants, or increased allocation for a reason that the Compensation Committee or Board of Directors determines). To the extent that the Company provides life, health, dental, disability or other insurance programs; pension, profit-sharing, 401(k) or other retirement programs; paid time off periods, or other fringe benefits, and subject to the satisfaction of any general eligibility criteria, you will receive such benefits to the same extent as other similarly situated Company employees. You will receive 160 hours of vacation annually.
3. | Initial Equity Award. |
Subject to formal approval by the Compensation Committee of the Board of Directors, the Company will grant you an equity award of Restricted Common Stock and Stock Options, pursuant to the terms and subject to the conditions of the Company’s Amended and Restated 2010 Stock Incentive Plan, and the Company’s standard equity award agreements. The initial equity award will be $ 400,000 (with half the value in Restricted Common Stock; and half the value in Stock Options with a strike price per share set at the greater of (i) $1.75 or (ii) a 10% premium to the closing price of the Company’s common stock on Nasdaq on your first day of employment with the Company) and will be granted as soon as practical in the normal course of business for the Compensation Committee. Your initial equity award would vest 1/3 upon your first day of employment, 1/3 on your first anniversary of employment with the Company, and 1/3 upon your second anniversary of employment with the Company. All of the equity award terms will be defined more precisely in the definitive equity award agreements.
4. | At Will Employment. |
While we look forward to a long and productive relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without notice and with or without cause. Any statements or representations to the contrary (including any statements contradicting any provision in this offer letter) should be regarded by you as ineffective.
5. | Change of Control Plan and Separation Benefits. |
Subject to formal approval by the Compensation Committee of the Board of Directors, you would be eligible to participate in the Company’s Change in Control Severance Plan (the “Plan”) pursuant to the terms and subject to the conditions of the Plan and the Company’s standard participation agreement. The Plan would provide you with certain severance benefits (12 months of salary continuation, an amount equal to your Annual Bonus (as defined in the Plan), vesting of any
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unvested equity-based awards of the Company, and reimbursement of COBRA premiums for up 12 months) in connection with a double-trigger change in control (i.e., termination of your employment by the Company without Cause (as defined in the Plan) or your resignation from the Company for Good Reason (as defined in the Plan) within 30 days prior to or 12 months following a Change in Control (as defined in the Plan)). All of the terms of participation in the Plan will be defined more precisely in the definitive participation agreement. Additionally, in the event of a termination of your employment with the Company by the Company without Cause (as defined in the Plan), which does not occur in conjunction with a Change in Control (as defined in the Plan), you will be entitled to receive severance in the amount of twelve (12) month’s salary (the “Severance Payment”); provided that (i) you have complied with Paragraph 6 of this offer letter and (ii) within 60 days of such termination, you sign and return to the Company a separation and release agreement in the form that will be provided to you, and you do not thereafter revoke the separation and release agreement. Upon termination of your employment with the Company for any other reason, you will receive payment for all unpaid salary and paid time off accrued & earned as of the date of your termination of employment, and your benefits will be continued under the Company’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. You will not be entitled to any other compensation, award or damages with respect to your employment or termination.
6. | Non-Competition and Non-Solicitation Agreement. |
As a condition of your employment, you will be required to execute a Non-Competition and Non-Solicitation Agreement in the form attached as Exhibit A. You acknowledge that your eligibility for the Severance Payment described in Paragraph 5 of this offer letter is contingent upon your agreement to the non-competition and non-solicitation provisions set forth in the Non-Competition and Non-Solicitation Agreement. You further acknowledge that such consideration was mutually agreed upon by you and the Company, is fair and reasonable, and is in exchange for your compliance with such obligations.
7. | Confidentiality. |
As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you will need to sign the Company's standard "Employee Proprietary Information and Inventions Agreement" as a condition of your employment. We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer, or to violate any other obligations you may have to any former employer. You represent by your signature on this offer letter and the Company's Employee Proprietary Information and Inventions Agreement and your employment with the Company will not violate any agreement in place between yourself and current or past employers.
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8. | Authorization to Work. |
Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. For additional information, please go to this website: https://www.uscis.gov/green-card/green-card-processes-and-procedures/employment-authorization-document
9. | Arbitration. |
You and the Company agree to submit to mandatory and exclusive binding arbitration any controversy or claim arising out of, or relating to, this offer letter or any breach hereof or your employment relationship, provided, however, that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. Any such arbitration shall be conducted through the American Arbitration Association in the State of Colorado, Denver County, before a single arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at that time, and judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
10. | Miscellaneous. |
This offer letter, together with the Non-Competition and Non-Solicitation Agreement and the Employee Proprietary Information and Inventions Agreement represents the entire agreement between the parties concerning the subject matter of your employment by the Company. This offer is conditioned on the results of your background check being satisfactory to the Company as determined by the Company in its sole discretion. This offer letter will be governed by the laws of the State of Colorado without reference to conflict of legal provisions. This offer will remain open until seven days from the date of this letter. If you decide to accept our offer, and we hope you will, please sign the enclosed copy of this letter in the space indicated and return it to Human Resources at the Company. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.
We look forward to the opportunity to work with you.
Best regards,
/s/ Patrick R. Gruber
Patrick R Gruber
Chief Executive Officer
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Accepted and Agreed:
/s/ Andy Shafer_________________
Andy Shafer
10/14/2023
Date
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Exhibit A
Non-Competition and Non-Solicitation Agreement
[Attached.]
A-1
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made between Gevo, Inc. (the “Company”), and the undersigned employee (the “Employee”).
For good consideration, including, without limitation, the employment of the Employee by the Company and, as more fully set forth in the Employee’s offer letter to which this Agreement is attached, the Employee’s eligibility for certain severance payments, the Employee and the Company agree as follows:
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[Remainder of Page Intentionally Left Blank]
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THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
| EMPLOYEE |
Date:_______________________ | _______________________________ Name: |
| GEVO, INC. |
Date: ______________________ | By:____________________________ |
Signature Page to Non-Competition and Non-Solicitation Agreement