Amendment to Director Agreement between American Battery Technology Company and Rick Fezell
American Battery Technology Company and Rick Fezell have amended their Director Agreement. The amendment updates the terms of equity compensation for board service, specifying annual and chairman compensation amounts, both paid in restricted stock units (RSUs) based on the company's stock price. It also adds a provision for additional equity compensation if there is a change of control at the company. Payments are made quarterly or upon a change of control, as applicable. The amendment is effective for compensation earned after October 1, 2023.
Exhibit 10.1
AMENDMENT TO DIRECTOR AGREEMENT
American Battery Technology Company, a Nevada corporation (the “Company”), and Rick Fezell do hereby amend the Director Agreement dated February 21, 2022, as follows:
With respect to Exhibit A, Section B(b), said paragraph shall be replaced with as follows: “b. Annual Equity Award: Beginning the quarter commencing October 1, 2023, upon resolution by the Board of Directors, the Board Member will receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned by the Board Member after the vesting of the last Annual Equity Award but prior to September 30, 2023, the Board Member will receive a one-time payment in the amount of $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to September 30, 2023.”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “e. Board Chairman Compensation: Upon resolution by the Board of Directors, the Board Member will receive the following additional annual compensation for chairing the Board of Directors, paid quarterly in arrears on a pro-rated basis: RSUs equal to $120,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable grant day. The Chairman may make an equity election for the cash component according to Exhibit A, Section B(d).”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “f. Compensation in Event of Change of Control: In the case of a Change in Control (as that term is defined in the Company’s Equity Incentive Plan or any subsequent plan that replaces that plan), Board Member is entitled to the following equity compensation, paid upon the occurrence of the Change in Control: $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the Change in Control.”
American Battery Technology Company, a Nevada corporation
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Rick Fezell | |
| Name: | Ryan Melsert | Name: | Rick Fezell | |
| Address: | 100 Washington St., Suite 100 | |||
| Reno, NV 89503 |
