Exhibit 10.17
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
EMPLOYMENT AGREEMENT
Terran Orbital Corporation (the “Company”) and [●] (“Executive”) (collectively, the “Parties”) agree to enter into this Employment Agreement (“Agreement”), effective as of [●] (“Effective Date”), as follows:
The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement.
This Agreement shall become effective, if at all, only upon the Effective Date. The period of Executive’s employment under this Agreement shall begin upon the Start Date (as defined below) and shall continue for a period of five (5) years following the Start Date (the “Expiration Date”), unless terminated in accordance with Section 5 below. As used in this Agreement, (i) “Start Date” means [●] and (ii) the phrase “Employment Term” refers to Executive’s period of employment from the Start Date until the date Executive’s employment is terminated or terminates. Notwithstanding the foregoing, if Executive fails to commence Executive’s employment by the Start Date, this Agreement shall be null and void and the Company will have no obligations to Executive under this Agreement.
Page 1 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Page 2 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Executive’s employment under this Agreement may be terminated under any of the circumstances set forth in this Section 5. Upon termination, Executive (or Executive’s beneficiary or estate, as the case may be) shall be entitled to receive the compensation and benefits described in Section 6 below, and, if applicable, Section 7 below. Upon any termination of employment hereunder, the Company’s acting Facilities Security Officer shall notify Executive’s security clearance sponsor, if any, of Executive’s change in status.
Page 3 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Upon termination of Executive’s employment under this Agreement, Executive (or Executive’s designated beneficiary or estate, as the case may be) shall be entitled to receive the following compensation:
Page 4 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Page 5 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Concurrently with the execution of this Agreement, Executive shall execute a confidentiality agreement with the Company, in the form attached as Exhibit C hereto (the “Confidentiality Agreement”). Executive agrees that during the course of employment with the Company, Executive has and will come into contact with and have access to various forms of confidential information and trade secrets, which are the property of the Company. Executive agrees to comply with terms of any confidentiality, non-disclosure or similar agreements between Executive and the Company and any affiliates.
The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.
Nothing in this Agreement shall be construed as giving Executive any claim against any specific assets of the Company or as imposing any trustee relationship upon the Company in respect of Executive. The Company shall not be required to establish a special or separate fund or to segregate any of its assets in order to provide for the satisfaction of its obligations under this Agreement. Executive’s rights under this Agreement shall be limited to those of an unsecured general creditor of the Company and its affiliates.
Except as otherwise provided in this Agreement, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, representatives, successors and assigns. The Company agrees that in the event the Company engages in any corporate transaction in which it is not the surviving entity, it will require any successor to the Company to be bound by this Agreement. The rights and benefits of Executive under this Agreement are personal to Executive’s and no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer; provided, however, that nothing in this Section 11 shall preclude Executive from designating a beneficiary or beneficiaries to receive any benefit payable on Executive’s death.
Page 6 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Other than the Confidentiality Agreement, the Equity Plan and Restricted Stock Unit Agreement and notice of grant of the RSUs, and any other agreements and plans related to any equity granted to Executive by the Company or an affiliate, all of which shall remain in full force and effect, this Agreement, together with all exhibits hereto, shall supersede any and all existing oral or written agreements, representations, or warranties between Executive and the Company or any of its subsidiaries or affiliated entities relating to the terms of Executive’s employment. This Agreement may not be amended except by a written agreement signed by both Parties and, in the case of the Company, signed by an officer or director of the Company.
This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Florida, without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction. Any dispute under this Agreement shall be brought in state or federal court in Palm Beach County, Florida. Executive agrees and acknowledges that this is a proper and convenient forum and will not raise objections to this venue based on inconvenient forum, improper venue or similar grounds.
Page 7 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Page 8 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Any notice, consent, request or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by nationally recognized overnight courier services, by registered or certified mail, return receipt requested, by facsimile or by hand delivery, to those listed below at their following respective addresses or at such other address as each may specify by notice to the others:
To the Company:
[●]
To Executive:
[●]
Page 9 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
Page 10 of NUMPAGES \* MERGEFORMAT 11
Form of Officer Employment Agreement
(Non-NEO, Pre-Merger)
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year set forth below.
TERRAN ORBITAL CORPORATION |
| [●] | |||
By: |
|
| By: |
| |
Name: [●] Title: [●] |
| Date: | |||
Date: |
| Address: |
| ||
|
|
|
Page 11 of NUMPAGES \* MERGEFORMAT 11