EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 04, 2021, is entered into by and between AST SpaceMobile Inc., a Delaware corporation (the “Managing Member”), AST & Science, LLC, a Delaware limited liability company (the “Operating Company”) and Brian Heller (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 11 below.
RECITALS
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
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program at any time or to create any limitation on the Company’s ability to modify or terminate any such plan or program.
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of Termination given in accordance with Section 12(b) at least thirty (30) days’ prior to such termination. At its discretion, the Company may elect to pay Executive in lieu of part or all of any notice period.
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with the Company is terminated during the Employment Period due to a Qualifying Termination, then in addition to the Accrued Obligations:
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“Release”) within 21 days (or, to the extent required by law, 45 days) following the Date of Termination and that the Executive not revoke such Release during any applicable revocation period. For the avoidance of doubt, all equity awards eligible for accelerated vesting pursuant to Section 4(b) hereof shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of the Release.
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after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
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regulations thereunder.
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listed on one or more national securities exchanges or quoted on NASDAQ or a successor quotation system (as applicable);
Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless
If to the Executive: at the Executive’s most recent address on the records of the Company.
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If to the Managing Member or the Operating Company:
AST & Science, LLC 2901 Enterprise Lane
Midland, Texas 79706
Attn: Tom Severson, Chief Financial Officer and Chief Operating Officer
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
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which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
(B) as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration. Either party may seek provisional non-monetary remedies in a court of competent jurisdiction to the extent that such remedies are not available or not available in a timely fashion through arbitration. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator.
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, each of the Managing Member and the Operating Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
AST SPACEMOBILE, INC.,
a Delaware corporation
By: /s/ Thomas Severson Name: Thomas Severson
Title: CFO/COO
On behalf of AST SpaceMobile, Inc., subject to and conditioned upon, the consummation of the Business Combination
AST & SCIENCE, LLC,
a Delaware limited liability partnership
By: /s/ Thomas Severson Name: Thomas Severson
Title: CFO/COO
“EXECUTIVE”
/s/ Brian Heller
Brian Heller