Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 29, 2023, American Battery Technology Company (the “Company”) entered into an amendment to the offer letter by and between the Company and the Company’s Chief Resource Officer, Scott Jolcover, dated January 3, 2023, and on December 1, 2023, the Company entered into an amendment to the offer letter by and between the Company and the Company’s Chief Operating Offer, Andrés Meza, dated January 3, 2023, and the offer letter by and between the Company and the Company’s Chief Executive Officer, Chief Technology Officer, and Director, Ryan Melsert, dated July 31, 2022, (collectively the “Amended Offer Letters”).
Pursuant to the Amended Offer Letters, the Company (i) added certain performance-based bonus milestones for bonus equity compensation for fiscal year 2024 and (ii) replaced the change of control provision to allow for unvested equity compensation to become immediately exercisable upon a change of control.
The foregoing description of the Amended Offer Letters is a summary of the material terms thereof, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amended Offer Letters of Scott Jolcover, Ryan Melsert, and Andrés Meza filed with this report as Exhibit 10.1, 10.2, and 10.3 respectively, each of which are incorporated herein by reference.
Item 9.01 Exhibits
Exhibit No. |
Name | |
| 10.1 | Amended Offer Letter between American Battery Technology Company and Scott Jolcover dated, November 29, 2023 | |
| 10.2 | Amended Offer Letter between American Battery Technology Company and Ryan Melsert dated, December 1, 2023 | |
| 10.3 | Amended Offer Letter between American Battery Technology Company and Andrés Meza dated, December 1, 2023 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY | ||
| Date: December 4, 2023 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 10.2
AMENDMENT TO OFFER LETTER
American Battery Technology Company, a Nevada corporation (the “Company”) and Ryan Melsert do hereby amend the Offer Letter dated July 31, 2022, as follows:
Immediately following the last sentence of Section 4.6, the following sentence is hereby added: “Notwithstanding anything in this Offer Letter to the contrary, upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs, options, or warrants, shall vest immediately and be fully exercisable.”
Within Section 4.6, the following clause is hereby removed: “(a) all unvested equity compensation, including but not limited to options or warrants, shall vest immediately upon you becoming entitled to CIC Severance Payment and (b)”.
For bonus compensation for Fiscal Year 2024, the following shall be added to Schedule A-1:
SCHEDULE A-1
Fiscal Year 2024 Bonus Milestone Criteria
Bonus Compensation Milestones
Weighting of each milestone is identified below.
1. TRIC Recycling Operations - 15%: Achieve Board of Directors approved Recycling Manufacturing FY24 Ramp Plan
2. Recycling Technology - 15%: Complete Phase 2.0 Design and place purchase orders for all major equipment
3. Tonopah Flats Resource – 15%: Publish Measured and Indicated Resource Report
4. Primary Lithium Technology - 15%: Produce lithium hydroxide volume from pilot plant to achieve R&D and process development requirements as approved by the Board of Directors
5. EH&S - 10%: Achieve 95% of employees trained on all assigned Safety Training
6. Finance – 10%: Achieve capital raise and cash management metrics in the Board of Directors approved Capital Plan
7. Compliance - 10%: Company will be in compliance with terms of all contracts and reporting requirements demonstrated by maintaining good standing on all government contracts, meeting all SEC rules and regulations, and achieving no identified material weaknesses in internal controls during the FY24 audit
8. Governance - 10%: Achieve Board of Directors approved Governance Plan
For the avoidance of doubt, the bonus equity compensation set forth in Schedule A(3) shall be repeated in the same amounts for Fiscal Year 2024, using the Bonus Milestone Criteria set forth above. Upon achievement of the Bonus Milestone Criteria for Fiscal Year 2024, the equity award shall be calculated as of the date of mutual execution of this Amendment.
| American Battery Technology Company, a Nevada corporation | ||||
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Ryan Melsert | |
| Name: | Ryan Melsert, CEO | Name: | Ryan Melsert | |
| Signature: | /s/ Andrés Meza | |||
| Andrés Meza, COO | ||||
Exhibit 10.3
AMENDMENT TO OFFER
LETTER
American Battery Technology Company, a Nevada corporation (the “Company”) and Andrés Meza do hereby amend the Offer Letter dated January 3, 2023, as follows:
Immediately following the last sentence of Section 4.6, the following sentence is hereby added: “Notwithstanding anything in this Offer Letter to the contrary, upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs, options, or warrants, shall vest immediately and be fully exercisable.”
Within Section 4.6, the following clause is hereby removed: “(a) all unvested equity compensation, including but not limited to options or warrants, shall vest immediately upon you becoming entitled to CIC Severance Payment and (b)”.
For bonus compensation for Fiscal Year 2024, the following shall be added to Schedule A-1:
SCHEDULE A-1
Fiscal Year 2024 Bonus Milestone Criteria
Bonus Compensation Milestones
Weighting of each milestone is identified below.
1. TRIC Recycling Operations - 15%: Achieve Board of Directors approved Recycling Manufacturing FY24 Ramp Plan
2. Recycling Technology - 15%: Complete Phase 2.0 Design and place purchase orders for all major equipment
3. Tonopah Flats Resource – 15%: Publish Measured and Indicated Resource Report
4. Primary Lithium Technology - 15%: Produce lithium hydroxide volume from pilot plant to achieve R&D and process development requirements as approved by the Board of Directors
5. EH&S - 10%: Achieve 95% of employees trained on all assigned Safety Training
6. Finance – 10%: Achieve capital raise and cash management metrics in the Board of Directors approved Capital Plan
7. Compliance - 10%: Company will be in compliance with terms of all contracts and reporting requirements demonstrated by maintaining good standing on all government contracts, meeting all SEC rules and regulations, and achieving no identified material weaknesses in internal controls during the FY24 audit
8. Governance - 10%: Achieve Board of Directors approved Governance Plan
For the avoidance of doubt, the bonus equity compensation set forth in Schedule A(3) shall be repeated in the same amounts for Fiscal Year 2024, using the Bonus Milestone Criteria set forth above. Upon achievement of the Bonus Milestone Criteria for Fiscal Year 2024, the equity award shall be calculated as of the date of mutual execution of this Amendment.
| American Battery Technology Company, a Nevada corporation | ||||
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Andrés Meza | |
| Name: | Ryan Melsert | Name: | Andrés Meza | |