Offer Letter from Nikola Corporation to Britton M. Worthen, dated March 26, 2019
Exhibit 10.11
March 26, 2019
Britton Worthen
Re: Employment Letter
Dear Britton:
This letter is intended to update your employment terms with Nikola Corporation (the “Company”) and replace your existing employment agreement dated July 13, 2016. This letter seeks to continue your employment as Chief Legal Officer (“CLO”), Executive Vice President and Corporate Secretary of Nikola Corporation on the following terms.
You will report to the Company’s Chief Executive Officer and your responsibilities will include, but are not limited to, helping build Nikola Corporation and its related businesses into a successful brand through leading all legal related activities at the Company.
Your annual base salary will be no less than $250,000, less payroll deductions and all required withholdings. You may be eligible for a cash bonus based upon your performance at the Company as determined in the sole discretion of Company management. You will be paid bi-weekly and eligible for the same Company benefits that are provided, from time to time, to the Company’s senior management. Detailed descriptions of these benefit plans are available in our written plan materials and will be provided to you upon commencement of employment. Your eligibility to receive such benefits will be subject in each case to the generally applicable terms and conditions for the benefits in question. The Company may change benefits provided to its senior management from time to time in its sole discretion.
Given your position and level, you will also be eligible to participate in the Company’s Employee Stock Option Plan (the “Plan”). You have already received certain approved options under the Plan, but in an effort to retain your employment with the Company, after signing this letter and receiving proper approval from the board, the Company shall award you 1,500,000 10-year stock options in the Company with a per share exercise price equal to the fair market value of a share of common stock of the Company, which shall vest monthly over a 60-month period. Should your employment with the Company terminate for any reason other than a termination by the Company for Cause(1) or by you without Good Reason(2), this option grant will accelerate,
(1) “Cause” shall mean any of the following: (i) employee’s repeated failure to follow the lawful instructions of the Company’s CEO consistent with employee’s title following written notice and 15 days to cure such failure; (ii) employee’s material violation of any written Company policy that has been provided to the employee; (iii) employee’s commission of any act of fraud, embezzlement or any other material misconduct that has caused or is reasonably expected to result in injury to the Company; (iv) employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the employee owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) employee’s material breach of any of his material obligations under any written agreement or covenant with the Company.
(2) “Good Reason” shall mean a resignation by the employee as a result of (i) an adverse change in positions, titles, authorities or responsibilities; (ii) a change in the employee’s reporting relationship such that he is no longer reporting to the Company’s CEO; (iii) a reduction in the employee’s base salary; or (iv) a material breach by the Company of
become fully vested and may be exercised (in a cashless exercise if an IPO has occurred) for up to one year from your date of termination. If you choose to terminate your employment with the Company without Good Reason or if you are terminated by the Company for Cause, you agree to forfeit your then-unvested option awards. All option awards received by you will fully vest upon an IPO, liquidity event or change in control.
As a condition of employment, you will be expected to abide by Company rules and policies and comply with the Employee Proprietary Information and Inventions Assignment Agreement (PI I A) which you signed on December 7, 2016 and which prohibits unauthorized use or disclosure of Company proprietary information. A copy of your signed PIIA has already been provided to you for your records.
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company. You represent further that you have the ability to perform the essential functions of your job with or without reasonable accommodations.
Normal work hours are from 9:00 a.m. to 6:00 p.m., Mountain Standard Time, Monday through Friday, and may be adjusted with prior approval. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments.
You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and by an authorized officer of the Company. As required by law, this offer is subject to satisfactory proof of your right to work in the United States.
This letter, together with your PIIA, forms the complete and exclusive statement of your employment agreement with the Company. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an authorized officer of the Company and by you.
any of its obligations under the employment agreement or any other written agreement between the Company and the employee, subject to cure by the Company within 15 days after written notice.
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The terms of this letter and the resolution of any dispute as to the meaning, effect, performance or validity of this letter or arising out of, related to, or in any way connected with, this letter, your employment with the Company (or termination thereof) or any other relationship between you and the Company (a “Dispute”) will be governed by the laws of the State of Arizona, without giving effect to the principles of conflict of laws. To the extent not subject to arbitration as described below, you and the Company consent to the exclusive jurisdiction of, and venue in, the state courts in State of Arizona (or in the event of exclusive federal jurisdiction, the courts of the District of Arizona in connection with any Dispute or any claim related to any Dispute).
Except as prohibited by law, you agree that any Dispute between you and the Company (or between you and any officer, director, employee or affiliates of the Company, each of whom is hereby designated a third party beneficiary of this letter regarding arbitration) will be resolved through binding arbitration in Maricopa County, Arizona under the rules of the American Arbitration Association and the Arbitration Rules set forth in Arizona Rules of Civil Procedure. Nothing in this arbitration provision is intended to limit any right you may have to file a charge with or obtain relief from the National Labor Relations Board or any other state or federal agency. You agree that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and hereby waive any right to bring class-wide, collective or representative claims before any arbitrator or in any forum. THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit substantive rights or the remedies available to the parties, including the right to seek interim relief, such as injunction or attachment, through judicial process, which shall not be deemed a waiver of the right to demand and obtain arbitration. In the event an action is brought related to or arising from this offer letter, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred in such action, including attorney’s fees and expenses.
Please sign and date this letter if you wish to accept these updated employment terms at the Company and return it to . For the purposes of this letter, a facsimile or electronic signature shall serve as an original.
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I am delighted to confirm the terms of this offer to you on behalf of the Company. We look forward to your favorable reply and to building a successful Company together.
Sincerely,
| NIKOLA CORPORATION |
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| By: | /s/ Trevor Milton |
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| Name: Trevor Milton |
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| Its: Chief Executive Officer |
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| Accepted: |
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| /s/ Britton Worthen |
| March 26, 2019 |
| Britton Worthen |
| Date |
