EX-10.56 2 ny20027344x14_ex10-56.htm EXHIBIT 10.56

Exhibit 10.56

Simon Oxley (“Executive”)
Employment Term Sheet

Position:
Chief Financial Officer of XCF Global Capital, Inc. (“XCF” or the Company) to report to the Chief Executive Officer.
         
Start Date:
Officially at the closing of the de-SPAC IPO; Executive to begin working with team, if possible, as soon as practicable.
         
Base Salary:
$500,000 per annum with annual review for potential merit increases.
         
Annual Bonus:
Target bonus is 50% of base salary with wings above and below the target level based on targets agreed upon by the Board.
         
Management Equity:
Restricted Stock Units with vesting equal to 675,000 shares of common stock issued at closing of de-SPAC IPO. Vesting over 5-years annually from start date, accelerated on termination without cause following a change of control.
         
Executive Programs:
Eligible for additional executive programs, such as 401(k) matching, fitness subsidy, car allowance, annual club membership & tax and estate planning covered by the company, each subject to and in accordance with the company’s programs, allowances and limits as established and in effect from time-to-time (est. current annual value of ~$70k).
         
Benefits:
Eligible to participate in all company benefits programs.
         
Agreement:
Company and Executive will enter into customary employment agreement with non-compete, confidentiality, non-solicit, non-disparagement and other terms and provisions in line with industry standards.
         
Severance:
12 months base salary continuation as severance in the event of a termination without cause or resignation with good reason.
         
Non-Binding;
This term sheet is non-binding and subject to the execution of the appropriate definitive documentation. Parties agree to work in good faith to execute binding documentation in an expedited timeframe.
         
Agreed and Accepted:
/s/ Simon Oxley  
 
Simon Oxley
     
         
 
For and on behalf of XCF Global Capital, Inc.:
 
         
 
/s/ Mihir Dange
 
 
Mihir Dange
     
         
 
For and on behalf of Focus Impact BH3 Acquisition Co.:
 
         
 
/s/ Carl Stanton
 
/s/ Wray T. Thorn
 
 
Carl Stanton
 
Wray T. Thorn