AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to the Amended and Restated Executive Employment Agreement (this “
”) is dated as of February 13, 2020 and is entered into by and between OneQor Technologies, Inc. (the “
”) and Matthew Morgan (the “
, the Company and the Executive entered into an Amended and Restated Executive Employment Agreement, dated as of October 29, 2019 (the “
, the Company anticipates entering into a corporate transaction (the “
”) pursuant to the Agreement and Plan of Merger by and among the Company, Terra Tech Corp., and certain other parties dated as of October 30, 2019, as amended (the “
, the parties wish to amend certain terms of the Agreement as set forth herein; and
, all capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
, the parties hereby agree as follows:
1. Section 1.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
The term of this Agreement shall commence on the Commencement Date and shall continue for a term of one (1) year from the Commencement Date. For the avoidance of doubt, a termination due to expiration of the Term shall not be deemed a Qualified Termination (as defined below). The period of time between the Commencement Date and the termination of this Agreement shall be referred to herein as the "Term."”
2. Section 2.2 of the Agreement is hereby amended by deleting the first sentence therein and replacing it with the following:
“If, during the Term: (i) the Executive's employment with the Company is terminated by the Company other than for Cause, (ii) if Executive's employment with the Company ends due to death or Disability, or (iii) Executive resigns for Good Reason, (each of which is considered a
then the Executive shall be entitled to the Severance Benefits as described in Section 2.3 herein as well as his Accrued Benefits.”
3. Section 2.3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(a) One (1) times the Executive's then current annual base salary, less any taxes and withholding as may be necessary pursuant to law, to be paid in equal installments in accordance with the Company's normal payroll practices.”
4. Section 2.4 of the Agreement is deleted in its entirety and replaced with the following:
. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following, without the Executive's prior written consent: (i) a material reduction in Executive's Base Salary or (ii) a relocation of the Executive's primary place of employment to a location more than fifty (50) miles from Phoenix, Arizona. However, none of the foregoing events or conditions will constitute Good Reason unless: (x) the Executive provides the Company with written objection to the event or condition within thirty (30) days following the occurrence thereof, (y) the Company does not reverse or cure the event or condition within thirty (30) days of receiving that written objection, and (z) the Executive resigns his employment within ten (10) days following the expiration of that cure period.”
5. Article 3 of the Agreement is deleted in its entirety and replaced with the following: “[
6. Executive hereby unconditionally and irrevocably waives, releases and forever discharges the Company and its affiliates from any and all liabilities of any kind or nature whatsoever related to Article 3 of the Agreement. Executive acknowledges and agrees that no payments are or shall become payable under Article 3 of the Agreement.
7. Section 1 of Exhibit A to the Agreement is hereby amended to set the “Base Salary” to $300,000 by deleting the reference to “$500,000” and replacing it with “$300,000”.
8. Section 2 of Exhibit A to the Agreement is hereby amended to set the “Target Performance Bonus” to 100% by deleting the reference to “200%” and replacing it with “100%”.
9. Section 5 of Exhibit A to the Agreement is hereby amended to set the car allowance to $500 by deleting the reference to “$1,000” and replacing it with “$500”.
10. Executive hereby acknowledges that this Amendment and all actions hereunder, including, without limitation, the changes in compensation, reduction in the Term, and other changes herein, shall not serve as a basis for “Good Reason” nor constitute a “Non-Renewal Notice” under the Agreement.
11. This Amendment is binding on the parties on the date it is executed by the parties. The terms of this Amendment shall become effective immediately prior to the closing of the Merger; provided, however, if the Merger is not consummated, then this Amendment shall become null and void without the terms having become effective.
12. Except as specifically modified herein, any of the other terms of the Agreement shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF
, the parties hereto have executed this Amendment as of the date first written above.
ONEQOR TECHNOLOGIES, INC.
| || || || |
|By:||/s/ John King|
|John King|| |
| ||Title:||Chief Financial Officer|| |
| || || || |
/s/ Matthew Morgan
[Signature Page to Amendment]