Amendment No. 1 to Separation Agreement between PureCycle Technologies, Inc. and Michael Dee
This amendment updates the original separation agreement between PureCycle Technologies, Inc. and Michael Dee. It extends the deadline for the company’s Ironton, Ohio plant to become operational, allowing certain restricted shares to vest if the plant is certified by December 31, 2026 instead of 2024. In exchange, Michael Dee must pay PureCycle $620,000 in installments. If he misses a payment or the plant is not certified by the new deadline, the shares will be forfeited. The amendment also includes a waiver and release of claims by Michael Dee against PureCycle.
AMENDMENT NO. 1 TO
SEPARATION AGREEMENT
THIS AMENDMENT NO. 1, dated December 31, 2024 (“First Amendment”) amends the Separation Agreement by and between PureCycle Technologies, Inc. (“PureCycle”) and Michael Dee (“MD”), dated December 11, 2021 (“Separation Agreement”). PureCycle and MD are each referred to herein as a “Party” and, collectively, as the “Parties”. Words and phrases used (but not defined) herein with initial capital letters will have the meanings ascribed to such terms in the Separation Agreement.
RECITALS
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration described herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
(B) 333,333 Restricted Shares will vest on the date on which the Company’s Ironton, Ohio plant becomes operational, as certified by Leidos in accordance with the Limited Offering Memorandum, dated September 23, 2020 (in
connection with the bond offering by Southern Ohio Port Authority to PureCycle: Ohio LLC); provided if such Restricted Shares do not so vest by 11:59 pm December 31, 2026, those 333,333 Restricted Shares shall not vest and that portion of the award shall expire.
In consideration for the Company extending to December 31, 2026, the date by which the Ironton, Ohio plant must be operational as certified by Leidos, MD agrees to pay to the Company an aggregate payment of $620,000.00, pursuant to the following schedule:
December 31, 2024--$155,000.00
March 31, 2025--$155,000.00
June 30, 2025--$155,000.00
September 30, 2025--$155,000.00
Should MD fail to pay any amount set forth above by wire transfer into the account listed below by the end of the day of the applicable payment date, or by the end of the next business day should such payment date fall on a weekend or bank holiday, the 333,333 Restricted Shares shall be deemed forfeited and MD shall not be entitled to reimbursement of any previous payments made pursuant to this sub-bullet.
To the extent that the Ironton, Ohio plant is operational as certified by Leidos prior to the aggregate payment by MD to the Company of the full $620,000.00, then those 333,333 Restricted Shares shall not vest until such time as MD pays to the Company the aggregate payment of $620,000.00, which MD may continue to pay pursuant to the above schedule and should MD fail to pay any amount set forth above by wire transfer into the account listed below by the end of the day of the applicable payment date, or by the end of the next business day should such payment date fall on a weekend or bank holiday, the 333,333 Restricted Shares shall be deemed forfeited and MD shall not be entitled to reimbursement of any previous payments made pursuant to this sub-bullet.
Wire Instruction:
Beneficiary Account Name: PureCycle Technologies, Inc.
Beneficiary Account Number: 886219713
Beneficiary Bank Name: JPMORGAN CHASE BANK, N.A.
Beneficiary Bank Swift BIC: CHASUS33
Beneficiary Bank Routing Number: 021000021
Signature Page to follow
Signature Page to First Amendment to Separation Agreement
IN WITNESS WHEREOF, the Parties have duly executed this First Amendment as of the dates set forth below.
PURECYCLE TECHNOLOGIES, INC.
By: ___/s/ Dustin Olson____________________
Name: ___Dustin Olson_____________________
Title: __CEO______________________________
Date: ___December 31, 2024_________________
MICHAEL DEE
By: ____/s/ Michael Dee___________________
Date: ___December 31, 2024________________