AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement), dated as of January 13, 2020 (the Amended Effective Date), is entered into by and between The Spaceship Company, LLC, a Delaware limited liability company (TSC), Virgin Galactic Holdings, LLC, a Delaware limited liability company (OpCo), Virgin Galactic Holdings, Inc. (PubCo and, together with TSC and OpCo, the Company) and Enrico Palermo (the Executive).
WHEREAS, TSC, PubCo and the Executive previously entered into that certain Employment Agreement, dated as of October 25, 2019 (the Original Agreement);
WHEREAS, the Company desires to continue to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement; and
WHEREAS, as of the Amended Effective Date, the Original Agreement shall terminate and be superseded by this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. Effective upon the Amended Effective Date, the Executives employment hereunder shall be for a term (the Employment Period) commencing on the Amended Effective Date and continuing indefinitely until terminated in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in the foregoing, the Executives employment hereunder is terminable at will by the Company or by the Executive at any time (for any reason or for no reason), subject to the provisions of Section 4 hereof.
2. Terms of Employment.
(a) Position and Duties.
(i) Role and Responsibilities. During the Employment Period, the Executive shall serve as Chief Operating Officer of OpCo and as President of TSC, and shall perform such employment duties as are usual and customary for each such position. The Executive shall report directly to the Chief Executive Officer of the Company (the CEO). At the Companys request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executives position hereunder. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executives compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executives service in one or more of such additional capacities is terminated, the Executives compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.
(ii) Exclusivity. During the Employment Period, and excluding any periods of leave to which the Executive may be entitled, the Executive agrees to devote his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to: (A) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (B) fulfill limited teaching, speaking and writing engagements, and (C) manage his personal investments, in each case, so long as such activities do not individually or in the aggregate