Exhibit 10.13
FORM OF
MN8 ENERGY, INC.
EXECUTIVE SEVERANCE PLAN PARTICIPATION AGREEMENT
[Date]
[Name of Eligible Executive]
| Re: | Participation Agreement – MN8 Energy, Inc. Executive Severance Plan |
Dear [First Name of Eligible Executive]:
We are pleased to inform you that you have been designated as eligible to participate in the MN8 Energy, Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”) [as a Tier [1 // 2 // 3] Executive]. Pursuant to your participation in the Plan, you are eligible to receive certain payments upon a Qualifying Termination or a CIC Qualifying Termination.
Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of the Plan, which sets forth certain obligations with respect to post-termination cooperation. You agree that the terms of the Plan are reasonable in all respects. You further acknowledge that receipt of severance benefits following a Qualifying Termination or CIC Qualifying Termination under the Plan is contingent upon your execution of a general release of claims at the time of such Qualifying Termination or CIC Qualifying Termination and continued compliance with your obligations pursuant to any other written agreement between you and any member of the Company Group, including the restrictive covenants set forth in the award agreements entered into with the Company pursuant to the MN8 Energy, Inc. 2022 Long Term Incentive Plan (the “Incentive Plan”).
You acknowledge and agree that the Plan and this Participation Agreement supersede all prior term sheets, employment agreements or letters containing change in control and/or severance provisions, change in control and/or severance benefit policies, plans and arrangements of the Company or any other member of the Company Group, if any, (and supersede all prior oral or written communications by the Company or any of other member of the Company Group with respect to change in control benefits or severance benefits, if any), and any such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect with respect to your participation therein. Notwithstanding the termination of all prior agreements pertaining to change in control and/or severance provisions, you acknowledge and agree that your Awards (as defined in the Incentive Plan) will continue to be governed by the terms of the Incentive Plan and the award agreements thereunder, and your obligation to continue to comply with your obligations pursuant to the award agreements under the Incentive Plan will survive the termination of all prior agreements pertaining to change in control and/or severance provisions.
