Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into between METAMATERIAL TECHNOLOGIES USA, INC., a Delaware corporation (the “Company”), and Uzi Sasson, a resident of California (“Executive”), and effective as of November 5, 2023 (the “Effective Date”).
WHEREAS, the Company is a wholly owned subsidiary of Meta Materials Inc., a Nevada corporation (“Parent”) (together with any sister corporations or affiliates of the Company, the “Company Group”).
WHEREAS, the Executive has been employed as the Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) of the Company since April 20, 2023.
WHEREAS, the Company desires to employ Executive as the Company’s Chief Executive Officer (“CEO”), and Executive desires to accept the CEO role with the Company in consideration of the benefits provided under this Agreement.
NOW THEREFORE, the Company and Executive, intending to be legally bound and in consideration of the covenants herein and for other good and valuable consideration, agree as follows:
Employment
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Termination
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(i) Change in Ownership of the Parent. A change in the ownership of the Parent which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Parent that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Parent; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Parent will not be considered a Change in Control. Further, if the stockholders of the Parent immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Parent’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Parent or of the ultimate parent entity of the Parent, such event shall not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Parent, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
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(ii) Change in Effective Control of the Parent. A change in the effective control of the Parent which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Parent, the acquisition of additional control of the Parent by the same Person will not be considered a Change in Control; or
(iii) Change in Ownership of a Substantial Portion of the Parent’s Assets. A change in the ownership of a substantial portion of the Parent’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Parent that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Parent immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Parent’s assets: (A) a transfer to an entity that is controlled by the Parent’s stockholders immediately after the transfer, or (B) a transfer of assets by the Parent to: (1) a stockholder of the Parent (immediately before the asset transfer) in exchange for or with respect to the Parent’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Parent, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Parent, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Parent, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
For purposes of this Section 2.6, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Parent.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Parent’s incorporation.
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Restrictive Covenants
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MISCELLANEOUS
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[Signature Page Follows]
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The parties have executed this Agreement as of the date first written above.
META MATERIALS INC.
By: /s/ Jack Harding
Name: Jack Harding
Title: Chairman, Meta Materials Inc. Board of Directors
Notice Information:
META MATERIAL, INC.
60 Highfield Park Dr. Dartmouth
NS B3A 4R9 Canada
Attention: Dan Eaton
Emails:
/s/ Uzi Sasson
EXECUTIVE: UZI SASSON
Notice Information:
Uzi Sasson
Address:
Email: