UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January, 2024.
Commission
File Number 001-38172
FREIGHT
TECHNOLOGIES, INC.
(Translation
of registrant’s name into English)
Mr.
Javier Selgas, Chief Executive Officer
2001
Timberloch Place, Suite 500
The
Woodlands, TX 77380
Telephone:
(773) 905-5076
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
| |
|
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
January 19, 2024, Mr. Paul D. Freudenthaler resigned as Chief Financial Officer of Freight Technologies, Inc. (the “Company”),
which was accepted by the board of directors of the Company (the “Board of Directors”) with immediate effect. Mr. Freudenthaler’s
resignation is for personal reasons and there are no disagreements between Mr. Freudenthaler and the Company. His departure is not related
to the operations, policies or practices of the Company or any issues regarding accounting policies or practices.
In
connection with Mr. Freudenthaler’s resignation, the Company entered into a Resignation Agreement and General Release with Mr.
Freudenthaler setting forth the terms of his separation from service with the Company (the “Resignation Agreement”). Pursuant
to the terms of the Resignation Agreement, Mr. Freudenthaler will assist the Company in transitioning his job responsibilities, both
prior to and following his resignation. In addition, Mr. Freudenthaler agrees to abide by confidentiality and non-disparagement covenants
contained in the Resignation Agreement and will also continue to be subject to non-solicitation covenants under his prior employment
agreement for a period of one year following his resignation. Except for such non-solicitation covenants, his employment agreement with
the Company will terminate effective upon his resignation. Mr. Freudenthaler also agreed to a release of any and all claims against the
Company, its affiliates and related parties, which in any way relate to Mr. Freudenthaler’s employment and association with the
Company or the termination thereof.
Mr.
Freudenthaler is entitled to the following in exchange for his covenants and releases under the terms of the Resignation Agreement: (a)
an agreed upon hourly rate for work performed as agreed to by the Company; (b) remaining on the Company’s medical insurance plan
through March 31, 2024, and (c) full vesting of the all options vested as of the Resignation Date and continued vesting of remaining
portions of the incentive stock options granted through the Resignation Date (“Termination Pay”).
In
order to maintain continuity and ease of transition, Mr. Freudenthaler will continue as Secretary of the Company and will join the Board
as a non-independent director with effect from January 19, 2024. In connection therewith, Mr. Freudenthaler signed a Board Services Agreement
with the Company. Pursuant to the said agreement, Mr. Freudenthaler will serve as a member of the Board until the earlier of the next
annual meeting of shareholders, his successor is duly elected and qualified, he is terminated earlier or due to this resignation or removal
in accordance with the Company’s governing documents and applicable law. The Company shall pay him an annual compensation of $20,000
as a member of the Board and $4,000 for his services as Secretary, quarterly.
Also
on January 19, 2024, the Company entered into an employment agreement with Donald Quinby to replace Mr. Freudenthaler as Chief Financial
Officer of the Company (the “CFO Employment Agreement”). Pursuant to the terms of the CFO Employment Agreement, Mr. Quinby’s
initial term of employment is from January 19, 2024 through January 18, 2025. Thereafter, the CFO Employment Agreement shall be automatically
extended, upon the same terms and conditions, for successive one-year periods, unless either party provides written notice of its/his
intention not to extend the term at least 90 days prior to the end of the relevant term.
Mr.
Quinby shall receive an annual base salary of $250,000, paid in periodic installments subject to payroll deductions and other tax withholdings
in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly.
He shall be eligible to receive a discretionary bonus based on performance as determined by the Board. In consideration of him entering
into this CFO Employment Agreement and as an inducement to join the Company, the Company will grant him such number of options to purchase
Company shares under its 2022 Stock Incentive Plan representing $220,000 in intrinsic value.
Prior
to joining the Company, Mr. Quinby has held leading finance roles with several public companies. Since 2018, Mr. Quinby has been a Finance
Director covering financial planning and analysis and investor relations at Nextracker Inc., a leader in utility scale solar tracker
and software solutions. Prior to that, from 2016 to 2018, Mr. Quinby was a Finance Director for a smart-home residential solar business
at Flex, preceded by being a Senior Manager of Financial Planning & Analysis for SunEdison’s Residential and Small Commercial
solar business from 2015 to 2016. Mr. Quinby was a Senior Manager of Business Finance at Dolby Laboratories from 2009 to 2015. From 2004
to 2008, he was a Senior Manager, then director with KPMG, LLP’s Transaction Services, providing Mergers and Acquisitions advisory
services on numerous deals for private equity and corporate clients. Mr. Quinby received an MBA from the University of California at
Davis and a BA from Colby College. He has been a Chartered Financial Analyst charterholder since 2007.
There
are no family relationships between Mr. Quinby and any director, executive officer or person nominated or chosen by the Company to become
a director or executive officer. Additionally, there have been no transactions involving Mr. Quinby that would require disclosure under
Item 404(a) of Regulation S-K.
The
foregoing description of the Resignation Agreement, the Board Services Agreement and the CFO Employment Agreement is qualified in its
entirety by reference to the Resignation Agreement, the Board Services Agreement and the CFO Employment Agreement, which are filed with
this Current Report on Form 6-K as Exhibits 10.1, 10.2 and 10.3.
| Item
9.01 |
Financial
Statements and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
January 19, 2024 |
FREIGHT
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Javier Selgas |
| |
Name: |
Javier
Selgas |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
RESIGNATION
AGREEMENT AND FULL AND FINAL RELEASE
| 1. | This
Resignation Agreement and Full and Final Release (“Resignation Agreement”) is
entered into by and between Paul Freudenthaler (“Executive”) and Freight Technologies,
Inc., FKA FreightApp, Inc. (“Company”) and replaces the Termination Agreement
described in the Executive Services Agreement as defined in the following section 2. |
| | |
| 2. | Executive
Services Agreement. Executive and Company are parties to an Executive Services Agreement
dated September 23, 2020 (“Executive Services Agreement”) effective thru January
19, 2024 (“Resignation Date”). Executive is finalizing his engagement under the
Executive Services Agreement pursuant to Section 5.2 of that agreement. Company hereby waives
every one of the notice requirements set forth in the Executive Services Agreement. |
| | |
| 3. | Compensation
Pursuant to Executive Services Agreement. Executive waives his right to receive any compensation
or reimbursements and acknowledges and agrees that he is owed no further compensation or
benefits of any kind for services provided to the Company under the Executive Services Agreement
or otherwise, except for the obligation set forth under Paragraph 4, below. |
| | |
| 4. | Termination
Payment. In exchange for the below Release and Executive’s other promises and agreements
set forth in this Resignation Agreement, Company will pay to Executive (a) an agreed upon
hourly rate for work performed as agreed to by the Company; (b) remaining on the Company’s
medical insurance plan through March 31, 2024, and (c) full vesting of the all options vested
as of the Resignation Date and continued vesting of remaining portions of the incentive stock
options granted through the Resignation Date (“Termination Pay”). Executive hereby
waives the right to any other payment or payments from Company. |
| | |
| 5. | Full/Final
Release. Executive fully and finally waives and releases Company and its officers, directors,
owners, representatives, subsidiaries, parents, affiliates, related companies, and employees
(collectively, the “Released Parties”), of and from all claims, damages, monies
owed, causes of action, losses, and expenses, of any and every kind, known or unknown, as
a result of any acts or omissions occurring through the date of Executive’s signature
below (“Release”). Specifically included in this Release are, among other things:
all tort and breach of contract claims; all claims for unpaid compensation or remuneration
for work performed or services provided; all claims for alleged violations of local, state,
and federal law that may be released by private agreement; and all other claims related to
the Executive Services Agreement and the termination of Executive’s engagement with
the Company or any other contractual obligations ever owed to Executive. |
| | |
| 6. | Release
Exceptions. Nothing herein prevents Executive from asserting claims for breach of the
Resignation Agreement or from filing a complaint with, or from participating in, an investigation
or proceeding conducted by any federal, state or local agency charged with enforcing any
laws. However, by signing this Release, Executive hereby waives all rights to individual
relief, including monetary damages, based on claims asserted in such a charge or complaint. |
| | |
| 7. | Cooperation.
Executive agrees to cooperate with Company on any outstanding legal matters about which he
possesses knowledge of relevant facts, including (to the extent needed) making himself available
at reasonable times for questions by Company or its attorneys and to provide truthful factual
information in response to lawsuit-related inquiries. Company shall reimburse Executive for
any reasonable out-of-pocket expenses incurred in the course of rendering such cooperation. |
| | |
| 8. | Confidentiality
of Resignation Agreement. Executive agrees to keep the nature and terms of this Resignation
Agreement strictly confidential and not disclose the details set forth herein except: (a)
to Executive’s lawyers, accountants, and immediate family members; (b) to government
agencies to which the terms of this Resignation Agreement may be relevant; (c) as necessary
in any legal proceedings directly related to the provisions and terms of this Resignation
Agreement; (d) to prepare and file income tax forms; (e) as required by court order after
reasonable notice to Company; or (f) with the prior written consent of the Company’s
CEO. |
| 9. | Reason
for Resignation. Executive agrees that the reason for his resignation under the Executive
Services Agreement is a personal decision for non-business-related reasons. Executive acknowledges
that Company must make a public announcement related to Executive’s termination of
his engagement with Company, and Executive agrees Company may announce that Executive has
voluntarily ended his engagement as Chief Financial Officer of the Company for personal reasons.
Executive shall not further discuss the reasons for Executive terminating his engagement
and, if asked, Executive agrees he will only describe the reason for terminating his engagement
with Company as a “decision for personal reasons” and provide no further characterization. |
| | |
| 10. | Non-Admission.
This Agreement is not an admission by either party of any liability, nor shall it be considered
or used as evidence of any alleged liability or wrongdoing by Company or Executive. |
| | |
| 11. | Entire
Agreement and Severability. This Resignation Agreement contains and herein memorializes
the entire understanding and agreement between the parties and supersedes and replaces all
prior agreements made between them; provided, however that any Confidentiality Agreement
signed by Executive and the Freight Technologies, Inc., Equity Incentive Plan and Stock Option
Agreement shall continue in full force and effect according to their respective terms. There
are no other agreements, promises, warranties, or representations between the parties regarding
the subject matters addressed herein, and no other prior or contemporaneous oral or written
agreement shall be a binding obligation on the parties. The provisions of this Resignation
Agreement are severable, and, if any provision is found to be unenforceable, the other provisions
of the Resignation Agreement shall continue to be valid, effective, and binding. |
| | |
| 12. | Entire
Agreement. No Oral Modifications. This Termination Agreement may not be modified or amended
except in a writing signed by Executive and the Company CEO. |
| | |
| 13. | Applicable
Law. This Resignation Agreement is made in and shall be interpreted, enforced and governed
under the laws of the State of New York. |
| | |
| 14. | Arbitration
of Disputes. Any and all disputes, claims, or disagreements arising from or related to
the terms of this Resignation Agreement shall be resolved exclusively by binding arbitration
by a single arbitrator in New York, New York, in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction over the matter. Executive and the Company agree to waive
their respective rights to a trial by a court or jury regarding such claims or disputes. |
| | |
| 15. | Voluntary
and Knowing Agreement. All parties to this Agreement have had a full and fair opportunity
to consult with legal counsel. Executive agrees that he has fully read, fully understands,
and voluntarily agrees to be legally bound by the terms set forth herein. |
| | |
| 16. | Signatures.
In exchange for the mutual promises and covenants referenced in this Resignation Agreement,
Executive and the Company evidence their agreement by their signatures below: |
| |
|
|
| Executive |
|
Company |
| Paul
Freudenthaler |
|
Javier
Selgas, CEO |
Exhibit
10.2
BOARD
SERVICES AGREEMENT
This
BOARD SERVICES AGREEMENT (the “Agreement”) is made by and between FREIGHT TECHNOLOGIES, INC., a British Virgin Island corporation
(“Company”) and Paul Freudenthaler (“Director”), as of January 19, 2024.
1. Appointment
as Board Member. Director hereby agrees to serve as a member of the Board of Directors of the Company (the “Board”) and
Secretary to the Company, until his successor is duly elected and qualified, unless this Agreement is terminated earlier due to Director’s
resignation or removal in accordance with the Company’s governing documents and applicable law. As a Board member, Director will
provide the following services to the Company: (a) participate in regularly scheduled and special Board and committee meetings; (b) meet
or otherwise confer with Company executives on an active and regular basis as requested by the Chief Executive Officer, Chief Financial
Officer and/or Chairman of the Board; (c) serve as a member of Board committees as needed; and (d) provide such other services, and perform
such duties, as are customary and appropriate for Board members.
2. Compensation. In
connection with Director’s continuing service as a director and subject to approval by the Board, the Company shall: (a)
provide Director with cash compensation of $20,000, per annum, paid quarterly and $4,000 per annum for secretary duties, paid
quarterly; and (b), so long as Director continues to serve as a director of the Company through each grant date, issue to Director
an annual stock option grant as approved in due course by the Board.
3. Business
Expenses. In the event travel is required related to Board obligations, the Company will reimburse Director for reasonable travel
and other incidental expenses approved by the Company, so long as Director provides the Company with appropriate receipts or other relevant
documentation.
4. Indemnification.
Director will be entitled to indemnification for Board service in accordance with the Company’s governing documents and its standard
form of indemnification agreement (a copy of which will be provided to Director).
5. Amendment
and Termination. This Agreement may be amended or modified by the written consent of Company and Director. The term of this Agreement
will start on the date first written above and shall automatically terminate on the termination of the Director’s appointment in
accordance with Section 1 (“Term”). Upon the expiry of the Term, (i) Director will resign in writing as a director of the
Company and of any subsidiary of the Company, and Director irrevocably authorizes any other director of the Company as Director’s
attorney in Director’s name and on Director’s behalf to sign all documents and do all things necessary to give effect to
this, and (ii) Director will surrender to an authorized representative of the Company all correspondence, documents (including, without
limitation, Board minutes and Board papers), copies thereof and other Company property.
6. Governing
Law. This Agreement shall be governed in all respects by the laws of Delaware and the courts of Delaware shall have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this Agreement.
7. Counterparts.
This Agreement may be executed by facsimile or other reliable electronic means and in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one and the same agreement.
[Signature
page to follow]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| FREIGHT
TECHNOLOGIES, INC. |
|
DIRECTOR |
| |
|
|
|
|
| By: |
|
|
|
|
| Name: |
Javi
Selgas |
|
Name: |
Paul
Freudenthaler |
| Title: |
Chief
Executive Officer |
|
|
|
Exhibit
10.3
EMPLOYMENT
AGREEMENT
This
Employment Agreement (the “Agreement”) is made and entered into as of January 19, 2024, by and between Don Quinby
(the “Executive”) and Freight Technologies, Inc., a British Virgin Island Corporation (the “Company”).
WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein; and
WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.
NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:
1.
Term. Subject to Section 5 of this Agreement, the Executive’s initial term of employment hereunder shall be from the period
beginning on January 19, 2024 (the “Effective Date”) through January 18, 2025 (the “Initial Term”).
Thereafter, the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of
one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the end of the
Initial Term or one-year extension thereof. The period during which the Executive is employed by the Company hereunder is hereinafter
referred to as the “Employment Term.”
2.
Position and Duties.
2.1
Position. During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, reporting to the
Chief Executive Officer of the Company (the “CEO”). In such position, the Executive shall have such duties, authority,
and responsibilities as are customary for such position, and such other responsibilities as the CEO shall assign from time to time.
2.2
Duties. During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance
of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise
which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent
of the CEO.
3.
Place of Performance. The principal place of Executive’s employment shall be remote; provided that the Executive
may be required to travel on Company business during the Employment Term.
4.
Compensation.
4.1
Base Salary. Executive shall receive an annual base salary of USD$250,000 (“Base Salary”) paid in periodic
installments subject to payroll deductions and other tax withholdings in accordance with the Company’s customary payroll practices
and applicable wage payment laws, but no less frequently than monthly.
4.2
Discretionary Bonus.
(a)
For each fiscal year of the Employment Term, the Executive shall be eligible to receive a discretionary bonus based on performance (the
“Discretionary Bonus”). However, the decision to provide any Discretionary Bonus and the amount and terms of any Discretionary
Bonus shall be in the sole and absolute discretion of the Company’s Board of Directors (the “Board”).
(b)
The Discretionary Bonus, if any, will be paid within two and a half (2 1/2) months after the end of the applicable fiscal year.
(c)
The Discretionary Bonus will be subject to the terms of the Company bonus plan under which it is granted and, in order to be eligible
to receive a Discretionary Bonus, the Executive must be employed by the Company on the date that Discretionary Bonuses are paid.
4.3
Equity Awards. In consideration of the Executive entering into this Agreement and as an inducement to join the Company, as soon
as practicable following the Effective Date, the Company will grant the following equity awards to the Executive pursuant to the Freighthub,
Inc. 2022 Stock Incentive Plan (as amended from time to time, the “Plan”), which represent options to purchase shares
of the Company’s common stock (“Shares”) representing $220,000 in intrinsic value.
All
other terms and conditions of the Initial Grant and the Subsequent Grant shall be governed by the terms and conditions of the Plan and
the applicable award agreements. For the avoidance of doubt, subject to the express provisions of the Plan, in the event of a Change
in Control (as defined in the Plan), all outstanding unvested options under the Subsequent Grant shall be deemed vested as of immediately
prior to the consummation of such Change in Control.
4.4
Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites
consistent with those provided to similarly situated executives of the Company.
4.5
Employee Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices,
and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), to
the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend
or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable
law.
4.6
Vacation; Paid Time Off. During the Employment Term, the Executive shall be entitled to 20 paid vacation days per calendar year
(prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive
shall receive other paid time off in accordance with the Company’s policies for executive officers as such policies may exist from
time to time and as required by applicable law.
4.7
Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business expenses
incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s
expense reimbursement policies and procedures.
4.8
Indemnification. The Company shall indemnify and hold the Executive harmless to the fullest extent applicable to any other officer
or director of the Company for acts and omissions in the Executive’s capacity as an officer, director, or employee of the Company.
4.9
Clawback Provisions. Any amounts payable under this Agreement are subject to any policy (whether in existence as of the Effective
Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Executive. The
Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
5.
Termination of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either the
Company or the Executive at any time and for any reason or for no particular reason; provided that, unless otherwise provided herein,
either party shall be required to give the other party at least 90 days advance written notice of any termination of the Executive’s
employment. Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation
and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company
or any of its affiliates.
5.1
Termination For Cause, or Without Good Reason.
(a)
The Executive’s employment hereunder may be terminated by the Executive without Good Reason (including by giving notice of Executive’s
intention not to renew the Agreement in or with Section 1) or by the Company for Cause, and the Executive shall be entitled to receive:
(i)
any accrued but unpaid Base Salary which shall be paid on the pay date immediately following the date of the Executive’s termination
(“Termination Date”) in accordance with the Company’s customary payroll procedures;
(ii)
reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance
with the Company’s expense reimbursement policy; and
(iii)
such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s Employee
Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of
severance or termination payments except as specifically provided herein.
Items
5.1(a)(i) through 5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts.”
(b)
For purposes of this Agreement, “Cause” shall mean:
(i)
the Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental
illness);
(ii)
the Executive’s failure to comply with any valid and legal directive of the Board of Directors;
(iii)
the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious
to the Company or its affiliates;
(iv)
the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company;
(v)
the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent)
or a crime that constitutes a misdemeanor involving moral turpitude;
(vi)
the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies related
to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;
(vii)
the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive
and the Company; or
(viii)
the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public
disgrace, embarrassment, or disrepute.
For
purposes of this provision, none of the Executive’s acts or failures to act shall be considered “willful” unless the
Executive acts, or fails to act, in bad faith or without reasonable belief that the action or failure to act was in the best interests
of the Company. The Executive’s actions, or failures to act, based upon authority given pursuant to a resolution duly adopted by
the Board or upon the advice of counsel for the Company shall be conclusively presumed to be in good faith and in the best interests
of the Company.
Except
for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have 10 business
days from the delivery of written notice by the Company within which to cure any acts constituting Cause.
(c)
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any material breach by the Company of any
material provision of this Agreement during the Employment Term without the Executive’s prior written consent. To terminate his
employment for Good Reason, the Executive must provide written notice to the Company of the existence of the circumstances providing
grounds for termination for Good Reason within 30 days of the initial existence of such grounds and the Company must have at least 10
days from the date on which such written notice is provided (the “Cure Deadline”) to cure such circumstances. If the
Company fails to cure such circumstances and the Executive does not deliver to the Company a Notice of Termination (as defined below)
of employment for Good Reason within 30 days after the Cure Deadline, then the Executive will be deemed to have waived his right to terminate
for Good Reason with respect to such grounds.
Termination
Without Cause or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the Executive
for Good Reason or by the Company without Cause (including by giving notice of the Company’s intention not to renew the Agreement
in accordance with Section 1). In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and,
subject to the Executive’s compliance with Section 6 of this Agreement and the agreements referenced therein and his execution
and delivery of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided
by the Company (the “Release”) and such Release becoming effective by the 45th day following the Executive’s
Termination Date (such 45-day period, the “Release Effectiveness Period”), the Executive shall be entitled to receive
continued payment of the Executive’s Base Salary (as in effect on the Termination Date) for the six (6) month period immediately
following the Termination Date, payable in accordance with the Company’s normal payroll practices, but no less frequently than
monthly; provided that, if the Release Effectiveness Period begins in one taxable year and ends in another taxable year, payments
shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include
all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the
first payment date if no delay had been imposed. The treatment of any outstanding equity awards shall be determined in accordance with
the terms of the Plan, as amended, and the applicable award agreements.
5.2
Death or Disability.
(a)
The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term,
and the Company may terminate the Executive’s employment on account of the Executive’s Disability.
(b)
If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability,
the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to the Accrued Amounts. Notwithstanding
any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner
which is consistent with federal and state law.
(c)
For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental
incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days
out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of
the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to the Executive and the Company. The determination of Disability made in writing to the Company
and the Executive shall be final and conclusive for all purposes of this Agreement.
5.3
Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during
the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Executive’s death) shall be communicated
by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 16.
The Notice of Termination shall specify:
(a)
the termination provision of this Agreement relied upon;
(b)
to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated; and
(c)
the applicable Termination Date, which shall be no less than 90 days following the date on which the Notice of Termination is delivered
if the Company terminates the Executive’s employment without Cause, or no less than 90 days following the date on which the Notice
of Termination is delivered if the Executive terminates his employment with or without Good Reason; provided that, the Company shall
have the option to provide the Executive with a lump sum payment in lieu of such notice.
5.4
Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive
shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof)
of the Company or any of its affiliates.
6.
Confidential Information and Restrictive Covenants. As a condition of the Executive’s employment with the Company, the Executive
shall enter into and abide by the Company’s Employee Confidentiality and Proprietary Rights Agreement.
7.
Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment by the Company,
or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement,
and any alleged violation of federal, state, or local statute, regulation, common law, or public policy, shall be submitted to and decided
by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted
in New York, New York consistent with the rules of the American Arbitration Association in effect at the time the arbitration is commenced,
except as modified by this Agreement. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial
and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other
proceeding. Any arbitral award determination shall be final and binding upon the parties.
8.
Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of New
York without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall
be brought only in a state or federal court located in the state of New York. The parties hereby irrevocably submit to the exclusive
jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
9.
Entire Agreement. Unless specifically provided herein, this Agreement, together with the Employee Confidentiality and Proprietary
Rights Agreement and the grant agreements for the option grants referenced in Section 4.3, contains all of the understandings and representations
between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter.
10.
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed
to in writing and signed by the Executive and by a duly authorized representative of the Company. No waiver by either of the parties
of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall
be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.
11.
Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as
provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.
12.
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision
of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
13.
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
14.
Section 409A.
14.1
General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and
administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred
compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation
from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section
409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this
Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may
be incurred by the Executive on account of non-compliance with Section 409A.
14.2
Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive
in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within
the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination
Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any
payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum
on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original
schedule.
14.3
Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall
be provided in accordance with the following:
(a)
the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;
(b)
any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the
calendar year in which the expense was incurred; and
(c)
any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
15.
Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported
assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all
of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.
16.
Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic
delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties
by like notice):
If
to the Company:
Freight
Technologies, Inc.
c/o
Sichenzia Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st floor
New
York, NY 10036
Attn:
Benjamin Tan
Email:
btan@srf.law
If
to the Executive:
Don
Quinby
Danville,
CA
Email:
dquinby@gmail.com
17.
Representations of the Executive. The Executive represents and warrants to the Company that:
The
Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result
in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound.
The
Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation,
non-competition, or other similar covenant or agreement of a prior employer or third-party.
18.
Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes
in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
19.
Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto
shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.
20.
Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY
ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN
ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| |
FREIGHTHUB,
INC. |
| |
|
|
| |
By |
|
| |
Name: |
Javier
Selgas |
| |
Title: |
CEO |
| |
EXECUTIVE |
|
| |
|
|
|
| |
Signature: |
|
|
| |
Print
Name: |
Don
Quinby |
|
Freight Technologies (NASDAQ:FRGT)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Freight Technologies (NASDAQ:FRGT)
Gráfica de Acción Histórica
De May 2023 a May 2024
