Exhibit 10.1
EXECUTIVE SERVICE AGREEMENT
PARTIES
Lithium harvest aPS Tankedraget 7 DK-9000 Aalborg | |
| (the “Company”) | |
| and | Sune Mathiesen [***] [***] |
| (the “CEO”) | |
| have today entered into the following Executive Service Agreement (the “Agreement”) |
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| 1. | Position | |
| 1.1. | The CEO will service as President and Chief Executive Officer of Sustainable Projects Group Inc. and Lithium Harvest ApS with effect from January 14, 2023. | |
| 2. | Duties and responsibilities | |
| 2.1. | The CEO’s duties and responsibilities comprise: | |
| - | Statutory rules and liability, reporting to the Board of the Company or its designee (the “Board”) to perform the duties as the CEO. The CEO is responsible for Company´s complete operations and duties as assigned by the Board. | |
| - | The Executive shall manage the Company’s Danish and U.S. operations. | |
| - | Such other duties and responsibilities as assigned by the Company from time to time. | |
| 2.2. | The CEO must expect travel activity. | |
| 3. | Other offices held during the employment | |
| 3.1. | The CEO may not without having obtained the written consent of the Board in each individual case be an active or passive participant in any kind of position, employment or office – whether paid or unpaid. | |
| 3.2. | The CEO may not without having obtained the consent of the Board be a shareholder, stakeholder or in any other way participate financially in any other undertaking. The CEO is, however, entitled to make investments in assets which are usually subject to such investment of funds. | |
| 3.3. | The CEO must, in compliance with any instructions given by the Board, join the Board of Directors of the Company’s subsidiaries/consolidated companies. | |
| The CEO will not be entitled to any separate cash compensation for such Board positions, but will receive stock grants (if applicable) in line with independent Directors. | ||
| 4. | Place of work | |
| 4.1. | The place of work is Tankedraget 7, DK-9000 Aalborg. | |
| 4.2. | The CEO must expect that some of the duties entailed in his position are to be performed at the Company’s other domiciles. | |
| 5. | Salary and pension | |
| 5.1. | The CEO’s annual salary is DKK 2,200,000 (approximately $300,000) payable monthly in instalments of 1/12 on the last banking day of the month. Each year in December, the first time in 2023, the annual salary will be reviewed by the Board and may or may not be adjusted. | |
| 5.2. | The Company pays pension contributions into a pension scheme chosen by the CEO. The Company’s pension contribution amounts to 10% of the annual base salary, see the section above. The pension contribution is payable monthly in instalments of 1/12 on the last banking day of the month. | |
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| 6. | Bonus | |
| 6.1. | Depending on the achievement of certain targets the CEO is eligible to receive an annual bonus, which is earned and paid in accordance with a separate bonus agreement entered into by the Company and the CEO in connection with the budget planning for the financial year. The bonus agreement will allow the CEO to obtain up to 150% of the current annual salary. | |
| 6.2. | The CEO will be comprised by an individually agreed stock grant agreement, which will allow the CEO to obtain up to 100% of the current annual salary. | |
| 7. | Company Car | |
| 7.1. | The company provides a car to the CEO and will pay for all expenses related to the company car. The tax consequences for the CEO of the private disposal facilities listed above are treated by the Company according to applicable law. | |
| 8. | OTHER EMPLOYEE BENEFITS | |
| 8.1. | The Company will, according to agreement with the CEO, make the following | |
| (a) | mobile phone | |
| (b) | computer | |
| (c) | internet connection at the CEO’s home address | |
| (d) | relevant trade magazines | |
| freely available to the CEO and will pay all reasonable and usual costs incidental thereto. | ||
| 8.2. | At the Company’s request, and without any compensation being offered in this respect, the CEO must in the event that he is released from his duties immediately or at a time to be determined by the Company return all employee benefits, see above. | |
| 9. | insurance | |
| 9.1. | In addition to compulsory insurance, the CEO is comprised by the following: | |
| (a) | Preventive health plan or health insurance | |
| 9.2. | A detailed description of the scheme is available from the Company’s employee handbook. Any tax consequences in this respect are irrelevant to the Company. | |
| 10. | Travel and entertainment expenses | |
| 10.1. | The Company will make a company credit card available to the CEO for payment of the CEO’s usual and reasonable travel and entertainment expenses incurred while in the service of the Company. The CEO shall regularly submit the required documentation of expenses incurred. | |
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| 11. | education and training |
| 11.1. | The CEO is entitled and obliged to stay up to date in terms of education and training and to participate in relevant supplementary education and training programmes. The Company will, subject to agreement in each individual case, pay the costs incidental thereto. |
| 12. | Holiday |
| 12.1. | The CEO is covered by the Holiday Act. The CEO is entitled to holiday with pay and to holiday supplements according to the Holiday Act applicable from time to time. |
| 12.2. | The CEO is entitled to five discretionary holiday weeks per year. The discretionary holidays will be granted proportionately in case of commencement of service during the holiday year. |
| Discretionary holidays must be taken as full days off and must be scheduled as per agreement with the Company. | |
| Any discretionary holidays not taken cannot be transferred to the subsequent holiday year and will lapse without compensation at the end of the holiday year or on severance of service. | |
| 13. | sickness |
| 13.1. | The CEO is entitled to pay during sickness. |
| 13.2. | In case of sickness rendering the CEO unable to perform his duties, the CEO must inform the Board. |
| 13.3. | The CEO is entitled to time off with pay to care for his own child under the age of 14 on the child’s first full sick day. This right is conditional on the CEO not being able to make other arrangements to care for the child, including on the child’s other parent not simultaneously exercising a similar right. |
| 14. | Termination |
| 14.1. | The employment agreement is non-terminable until December 31, 2025, after which date the agreement may be terminated by each party by giving twelve months notice. |
| 15. | Confidentiality and duty to return material |
| 15.1. | The CEO has been made aware of section 3 of the Marketing Practices Act regarding good marketing practices, which implies, among other things, that the CEO may not use knowledge of customers and special business methods in a new position, and of the Trade Secrets Act, which, among other things, contains a prohibition against unauthorised use or disclosure of trade secrets. In case of violation of these provisions, the CEO will be liable to pay an agreed penalty equivalent to six months’ salary. Payment of such agreed penalty will not exempt the CEO from his obligations under the Marketing Practices Act and the Trade Secrets Act. |
| 15.2. | The CEO must observe confidentiality with respect to any information of which the CEO becomes aware in connection with the performance of his duties as executive officer of the Company, unless, due to its nature, such information must be disclosed to a third party. This duty of confidentiality also applies after the CEO has resigned his position with the Company. |
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| 15.3. | If the CEO resigns his position, irrespective of cause, any and all documents, material and equipment which belongs to the Company or any subsidiary, and which is in the CEO’s possession, must be returned to the Company. The CEO cannot exercise any lien in any documents, material, equipment or any other items belonging to the Company. |
| 16. | INTERNET AND USE OF E-MAIL |
| 16.1. | For purposes of performing his duties, the CEO will have access to e-mail and internet through the Company’s IT system. The CEO may use these facilities for personal purposes to a limited extent. |
| 16.2. | The CEO’s use of the IT system is registered on the Company’s server, but the Company will not check the CEO’s use of e-mails and internet on any regular basis. In special situations, for instance in the case of suspected abuse, for security reasons or in connection with the CEO’s severance of service, the Company may, however, perform such check. |
| 17. | Intellectual property rights and know-how |
| 17.1. | Know-how, patent rights, utility model rights, trademark rights, computer programs and the like which the CEO may contribute to conveying to the Company or develop during his employment, and which concern the Company, belong to the Company – whether or not the rights have been registered. The CEO is not entitled to separate remuneration in this respect, as this has been taken into account in the determination of the CEO’s remuneration. |
| 18. | Miscellaneous |
| 18.1. | The tax consequences for the CEO of his financial rights under the Agreement are irrelevant to the Company. |
| 18.2. | The CEO has an obligation to familiarize himself with the guidelines which have been laid down by the Company, and which are regularly updated, including the employee handbook. |
| 18.3. | In connection with the employment, the Company processes a range of personal data about the CEO. The Company will generally process the data for the purpose of ensuring that the Company complies with its obligations to the CEO under this Executive Service Agreement and the legislation which the Company is required to comply with or for the purpose of documenting the employment relationship history. |
| 19. | Dispute resolution |
| 19.1. | Any dispute arising out of or in connection with this Agreement must be settled in accordance with the Rules of Arbitration Procedure of the Danish Institute of Arbitration. |
| 19.2. | Each party appoints an arbitrator. The chairman of the arbitration tribunal is appointed by the institute. If a party has not appointed an arbitrator within 30 days of having requested or received notice of arbitration, such arbitrator will be appointed by the institute in accordance with the above-referenced rules. |
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| 20. | Signatures |
| 20.1. | This Agreement is executed in two original copies, both of which are to be signed by the parties. One of the copies is retained by the Company, while the other copy is given to the CEO. |
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| Date: February 14, 2023 | Date: February 14, 2023 | |
| For and on behalf of the Company | ||
| /s/ Stefan Muehlbauer | /s/ Sune Mathiesen | |
| Stefan Muehlbauer | Sune Mathiesen | |
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