SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT OF REMY LUTHRINGER
Exhibit 10.30
SECOND AMENDMENT TO THE
EMPLOYMENT AGREEMENT OF XXXX XXXXXXXXXX
This Second Amendment to the Employment Agreement Of Xxxx Xxxxxxxxxx (the “Amendment”) is entered into this 6th day of March 2023 (the “Effective Date”), by and between Xxxx Xxxxxxxxxx (the “Employee”) and Mind-NRG SARL (the “Company”).
Recitals
A. The Company and the Employee have entered into that certain Employment Agreement effective May 1, 2014 (as amended and restated on August 1, 2016, the “Employment Agreement”);
B. The Company and the Employee amended the Employment Agreement pursuant to that certain First Amendment to the Employment Agreement effective December 13, 2022 (the “First Amendment”);
C. The Company and the Employee wish to amend the Employment Agreement and the First Amendment as set forth in this Amendment; and
D. In light of the desire of the Company to continue the employment of Employee, and the desire of both the Company and the Employee to amend the Employment Agreement and the First Amendment as provided in this Amendment, the parties agree to the following:
Agreement
“Annual Bonus
The Employee shall be entitled to a discretionary bonus payment for each calendar year that ends during the Employment, with a target annual bonus amount at 55% of the Base Salary paid in such calendar year (the “Annual Bonus”). Whether to grant an Annual Bonus, and in what amount, are determinations to be made in the discretion of the Company based on a variety of factors including, but not limited to, achievement of objectives established by the Board (and/or the Compensation Committee thereof (the “Compensation Committee”)) and specific annual objectives for your position set by the Board and/or the Compensation Committee. Since one of the objectives of the Annual Bonus is employee retention, in order to remain eligible and receive any Annual Bonus, you must be employed through the end of the calendar year and still be employed by the Company at the time it makes bonus payments to employees for that year -- generally during the first quarter of the following year.”
“Death. The Employment will terminate without notice being required upon Employee’s death. Employee’s beneficiaries and/or estate will be entitled to (i) any earned but unpaid Base Salary through the date of Employee’s death, to be paid less applicable taxes and withholdings within 10 days of Employee’s termination of employment, (ii) one (1) additional month of Base Salary or, where the Employee had completed more than five (5) years of service, two (2) additional months of Base Salary, (iii) compensation at the rate of Employee’s Base Salary for any vacation time earned but not used as of the date the Employment terminates, (iv) reimbursement for any business expenses incurred by Employee but not yet paid to Employee as of the date Employee’s employment terminates, provided all expenses and supporting documentation required are submitted within sixty (60) days of the date the Employment terminates, and provided further that such expenses are reimbursable under Company policy, (v) payment of a pro-rata portion of Employee’s Annual Bonus (assuming for purposes of this payment that Employee’s Annual Bonus would be equal to 55% of Employee’s Base Salary), and (vi) any amounts accrued and payable under the terms of any of the Company’s benefit plans (items (i), (iii), (iv) and (vi), referred to, together with any other obligations under Swiss statutory law, as the “Accrued Obligations”).”
“Termination by the Company without Cause. In case of termination by the Company without Cause and not by reason of Employee’s Disability, then, in addition to the payment of Employee’s Base Salary during the Notice Period and Accrued Obligations as at the termination date, and in lieu of any other severance benefits otherwise payable under any Company policy or plan in effect, Employee will be entitled to (i) continued payment of Employee’s Base Salary for twelve (12) months after the termination date (the “Salary Severance Period”), (ii) payment of a pro-rata portion of Employee’s Annual Bonus (assuming for purposes of this payment that Employee’s Annual Bonus is equal to 55% of Employee’s Base Salary), and (iii) immediate vesting of any unvested options, restricted stock, restricted stock units, or other equity awards that are outstanding immediately prior to the date of termination and, but for the termination of the Employment, would have vested during the six (6) month period immediately following the date of termination (collectively, the “Severance Benefits”).”
[Signature page follows]
The parties have executed this Second Amendment to the Employment Agreement Of Xxxx Xxxxxxxxxx on the day and year first written above.
Mind-NRG SARL
/s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Director
Employee
/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx