Exhibit 10.1
FTC SOLAR, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made and entered into as of July 17, 2024, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Yann Brandt (“Executive” and, together with the Company, the “Parties”).
RECITALS
WHEREAS, the Parties intend that Executive shall serve the Company as its President and Chief Executive Officer commencing effective as of August 19, 2024 (the “Effective Date”) under the terms and conditions specified herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereto agree as follows:
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The Upfront Sign-On Bonus Payment under clause (ii) above and the Incremental Sing-On Bonus Payment(s) under clause (iii) above shall not constitute part of Executive’s Base Salary hereunder nor shall they be (A) used to calculate any bonus or Target Bonus hereunder or (B) used to calculate or be included in any amounts otherwise due to Executive upon termination.
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Notwithstanding the foregoing, nothing in this Section 6(c) will prohibit Executive from (i) acquiring or holding not more than two percent (2%) of any class of publicly traded securities, or (ii) providing services to a Person who or which engages in or is actively preparing to engage in Company Business, if (x) such services are restricted solely to one or more distinct portions of the operations and business of such Person, (y) such distinct portions do not engage in and/or are not preparing to engage in Company Business, and (z) Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in or are actively preparing to engage in Company Business.
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To the Company:
Attention: Chief Financial Officer
9020 N Capital of Texas Hwy
Suite I-260, Austin, Texas 78759
Email: cbehnen@ftcsolar.com
To Executive:
At the address shown in the Company Group’s personnel records.
With a copy to counsel:
J. David Huskey, Jr., Esq.
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McGee & Huskey, P.A.
2850 N. Andrews Avenue
Fort Lauderdale, Fla. 33311
dhuskey@mcgeehuskey.com
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[Remainder of page is left blank intentionally]
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IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the Parties hereto have executed and delivered this Agreement as of the date written below.
FTC SOLAR, INC.
By: /s/ Cathy Behnen
Name: Cathy Behnen
Title: Chief Financial Officer
EXECUTIVE
By: /s/ Yann Brandt
Name: Yann Brandt
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Exhibit A
Method of Calculating the Number of Share Target RSUs that are Earned and Vested
The number of Share Target RSUs that are cumulatively earned and will vest on any Annual Share Target RSU Vesting Date shall equal (x) the total number of such RSUs allocated to the applicable “Price Hurdle” as described above multiplied by (y) the percentage in the “Year 1”’, “Year 2”, “Year 3” or “Year 4” column of the chart below based on which year the Price Hurdle was achieved. If a Price Hurdle is achieved in Year 2, Year 3 or Year 4, the percentage to be used in clause (y) above will be reduced by the percentage used on any Annual Share Target RSU Vesting Date(s) that occurred for the same Price Hurdle in respect of prior years. By way of example, if the Price Hurdle of $5.00 is achieved at any point during Year 1, Year 3 and Year 4, but not in Year 2, the earned annual percentage to be used in clause (y) above in calculating the number of Share Target RSUs earned for each year would be 25% (Year 1), 0% (Year 2), 50% (Year 3) and 25% (Year 4), respectively.
Notwithstanding the foregoing, if following the achievement of a Price Hurdle, if Executive is terminated without Cause or resigns for Good Reason (each as defined herein) between the date the Price Hurdle is met during the year and the subsequent Annual Share Target RSU Vesting Date, subject to the release requirements of Section 5(b) or 5(c), as the case may be, the applicable Share Target RSUs shall vest on the Date of Termination in the same amount as they would have vested on such Annual Share Target RSU Vesting Date. Any other Share Target RSUs that remain unvested upon Executive’s departure or that remain unvested as of the fourth Annual Share Target RSU Vesting Date (whether or not Executive has departed) shall be forfeited, subject to Section 5(c) governing termination of employment following a Change in Control.
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Exhibit B
General Release of Claims
In connection with my termination of employment effective [DATE] (the “Separation Date”), in accordance with Section 5(b) or 5(c) of the employment agreement between FTC Solar, Inc. (the “Company”) and me dated [DATE] (the “Employment Agreement”), I, Yann Brandt, as a condition precedent to the amount set forth in Section [5(b)] / [5(c)] of the Employment Agreement (the “Severance Payment”), payable on the second payroll date following the Effective Date (as defined below) of this general release of claims (“General Release”), and intending to be legally bound, do hereby agree as follows:
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* * *
I have executed this General Release on the date set forth below.
________________________________ _________________
Yann Brandt Date
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