Exhibit 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), is entered into effective as of May 13, 2024 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Subir Dutt (“Executive”).
The Company desires to employ Executive, in the capacity of full-time Chief Sales Officer with an anticipated start date of May 15, 2024 (the “Start Date”), pursuant to the terms of this Agreement and, in connection therewith, to compensate Executive for Executive’s personal services to the Company; and
Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.
Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:
A combination of restricted stock units and/or performance stock units (“RSU/PSU”) of the Company’s Class A common stock with a total value of $1,200,000 as of the grant date and consistent with vesting and other terms for annual equity grants made to other executive officers of the Company. The actual number of RSUs and PSUs granted to Executive will be determined by the Board or a committee of the Board by dividing the value by the average
2
closing price of the Company's Class A common stock over the 20 trading days prior to the grant date, rounded to the nearest whole number of shares.
3
4
5
6
7
Subject to Section 6.3(b) below, the Company shall have the right to terminate Executive’s employment with the Company at any time for Cause by giving notice as described in Section 6.6 of this Agreement.
8
9
10
11
12
13
In Witness Whereof, the parties have executed this Employment Agreement on the day and year first written above.
Xometry, Inc.
By:
Name: Sophia MacDonald
Title: Chief People Officer
Executive:
Subir Dutt
Date:
14
Exhibit A
Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement
A-1