EX-10.10
from 10-K
14 pages
Energy Vault, Inc. 2017 Stock Incentive Plan Stock Option Agreement Unless Otherwise Defined Herein, the Terms Defined in the 2017 Stock Incentive Plan (The “Plan”) Shall Have the Same Defined Meanings in This Stock Option Agreement (The “Option Agreement”). I. Grant Summary A. See Grant Summary Sent to You via Carta (“Grant Summary”) for Specific Terms of the Grant. B. Termination Period: This Option Shall Be Exercisable for Three (3) Months After the Optionee Ceases to Be a Service Provider; Provided, That Upon the Optionee's Death or Disability, This Option May Be Exercised for Twelve (12) Months After the Optionee Ceases to Be a Service Provider; Provided, Further, That in No Event May the Optionee Exercise This Option After the Term/Expiration Date as Provided Above. II. Agreement 1. Grant of Option. the Board of Directors (“Administrator”) Hereby Grants to the Optionee Named in the Grant Summary (The "Optionee"), an Option (The "Option") to Purchase the Number of Shares Set Forth in the Grant Summary, at the Exercise Price Per Share Set Forth in the Grant Summary (The "Exercise Price"), and Subject to the Terms and Conditions of the Plan, Which Is Incorporated Herein by Reference. in the Event of a Conflict Between the Terms and Conditions of the Plan and This Option Agreement, the Terms and Conditions of the Plan Shall Prevail. if Designated in the Grant Summary as an Incentive Stock Option ("Iso"), This Option Is Intended to Qualify as an Incentive Stock Option as Defined in Section 422 of the Code. Nevertheless, to the Extent That It Exceeds the $100,000 Rule of Code Section 422(d), the Portion of This Option in Excess of $100,000 Shall Be Treated as a Nonstatutory Stock Option ("Nso"). 2. Exercise of Option. A. Right to Exercise. This Option Shall Be Exercisable During Its Term in Accordance With the Vesting Schedule Set Out in the Grant Summary and With the Applicable Provisions of the Plan and This Option Agreement
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EX-10.1
from 10-Q
4 pages
1 From: Energy Vault Holdings, Inc 4360 Park Terrace Drive, Suite 100 Westlake Village California 91361 United States (The “Company”) To: Josh McMorrow Fasanenstrasse 65 10719 Berlin Germany (The “Employee”) 05 May 2023 Treatment of Outstanding Equity Incentive Awards 1. Background Notwithstanding the Terms on Which Any Equity Incentive Awards Were or Are Granted to the Employee by the Company (Whether Before or After the Date of This Letter Agreement) (The “Equity Awards”), the Company and Employee Wish to Agree That on Termination of the Employee’s Employment With Energy Vault SA (The “Employer”) for the Reasons Set Out in Clause 2 Below, Any Unvested Units/Shares Under Any Outstanding Equity Awards (The “Unvested Equity Awards”) Will Immediately Vest in Full. 2. Agreement 2.1 in the Event the Employee’s Employment With the Employer Is Terminated Within a Change of Control Period by the Employer Without Cause or by the Employee for Good Reason, Then Subject to the Employee Delivering to the Employer an Executed Settlement Agreement in a Form Approved by the Employer and the Employee’s Continued Compliance With the Post-Termination Restrictions in [Clause 17] of the Employee’s Employment Contract With the Employer: (A) All of the Then-Unvested Shares/Units (If Any) Under the Unvested Equity Awards Will Immediately Vest; and (B) All Equity Awards (Including Vested and Unvested Equity Awards, Any Restricted Stock Units or Similar Full Value Awards) Will Be Settled as Soon as Is Reasonably Practicable. 3. Definitions 3.1 for the Purposes of This Letter Agreement, the Following Definitions Apply: (A) “Cause” Shall Include but Is Not Limited To: (A) Willful Failure to Substantially Perform Duties With the Employer (Other Than Any Such Failure Resulting From the Employee’s Physical or Mental Illness) or Failure in Any Material Respect to Carry Out or Comply With Any Lawful and Reasonable Directive of The
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