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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
Employment Agreement Amendment
On March 4, 2024, Global Hydrogen Energy LLC (“Global Hydrogen”), the wholly-owned operating subsidiary of Global Gas Corporation (the “Company”), entered into an employment agreement amendment (the “Employment Agreement Amendment”) with William Bennet Nance, Jr., the Chief Executive Officer and Founder of Global Hydrogen and a director of the Company. Pursuant to the Employment Agreement Amendment, Mr. Nance’s compensation was restructured to entitle him to contingent payments (“Gross Profit Payments”) equal to 15% of the Gross Profit (as defined in the Employment Agreement Amendment) of the Company, determined in accordance with U.S. generally accepted accounting principles, up to a maximum amount of $250,000 on an annualized basis, less applicable taxes and withholdings, in lieu of the base salary he had previously been entitled to. The Employment Agreement Amendment also made conforming changes to Mr. Nance’s employment agreement, such that (i) the change in his compensation structure effected by the Employment Agreement Amendment shall not constitute “good reason” for Mr. Nance to terminate his employment with Global Hydrogen, other subsidiaries of the Company or the Company itself, and (ii) if Mr. Nance’s employment is terminated by him for good reason, or by the Company without cause (and not due to death or disability), Mr. Nance shall be entitled to consideration updated to include any earned but unpaid Gross Profit Payments through the date of termination. The Employment Agreement Amendment also shortened the restricted period during which certain non-competition and non-solicitation provisions of Mr. Nance’s original employment agreement shall remain in effect.
The foregoing description of the Employment Agreement Amendment is qualified in its entirety by the full text of the Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1.
Forfeiture Agreements
On March 4, 2024, the Company entered into forfeiture agreements (the “Forfeiture Agreements”) with certain holders of the Company’s Class B common stock, par value $0.0001 per share, including Mr. Nance, with each share of Class B common stock convertible into one share of the Company’s Class A common stock at the option of the holder. Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 shares (the “Forfeited Shares”) in exchange for consideration previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements, such holders continue to hold an aggregate of 2,700,000 shares of the Company’s Class B common stock.
The foregoing description of the Forfeiture Agreements is qualified in its entirety by the full text of the Forfeiture Agreements, a copy of the form of which is attached hereto as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description of Exhibit | |
| 10.1 | Employment Agreement Amendment, dated as of March 4, 2024, between Global Hydrogen and Mr. Nance. | |
| 10.2 | Form of Forfeiture Agreements, dated as of March 4, 2024. | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
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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 hereunto duly authorized.
| GLOBAL GAS CORPORATION | ||
| Date: March 5, 2024 | By: | /s/ Shachi Shah |
| Name: | Shachi Shah | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 4, 2024 is between WILLIAM BENNETT NANCE, JR. (“Executive”), and GLOBAL HYDROGEN ENERGY LLC, a Delaware limited liability company (“Company”);
WHEREAS, Executive is employed as Chief Executive Officer of the Company pursuant to an employment agreement dated as of May 14, 2023 (the “Employment Agreement”); and
WHEREAS, the parties hereto desire to amend certain provisions in the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereby agree as follows:
IT IS AGREED:
1. Amendments.
(a) Section 2(b)(i) of the Employment Agreement is hereby amended by replacing it in its entirety with the following:
“(i) Base Salary. During the Employment Period, Executive shall not receive any base salary (“Base Salary”).
(b) Section 2(b) of the Employment Agreement is hereby amended by adding a new clause (vii) as follows:
“(vii”) Gross Profit. Executive shall be entitled to receive payments (“Gross Profit Payments”) equal to 15% of the Gross Profit (as defined below) of the Company, determined in accordance with U.S. generally accepted accounting principles, up to a maximum amount of $250,000 on an annualized basis, less applicable taxes and withholdings. “Gross Profit” shall be calculated by taking the total sales revenue earned by the Company attributable to contracts sourced by the Executive during the applicable period less all sales costs incurred by the Company in that same time period relating to such contracts.”
(c) Section 3(c)(ii) of the Employment Agreement is deleted in its entirety.
(d) Section 4(a)(i) of the Employment Agreement is hereby amended by replacing it in its entirety with the following:
“(i) The following, to the extent applicable: (A) Executive’s earned but unpaid Base Salary and any earned but unpaid Gross Profit Payments through the Date of Termination, (B) payment for accrued but unused vacation time existing as of the Date of Termination, (C) any earned but unpaid Annual Bonus (if any) payable to Executive pursuant to Section 2(b)(ii) above for any Bonus Year immediately preceding the year in which the Date of Termination occurs (if applicable), and (D) any vested amounts due to Executive under any plan, program or policy of the Company or Parent, to the extent not previously paid (if any) (collectively, the “Accrued Obligations”), which shall be paid or provided, in each case, in the time periods required by applicable law;”
(e) Section 8(g)(iv) of the Employment Agreement is hereby amended by replacing it in its entirety with the following:
“(iv) “Prohibited Period” shall mean the period during which Executive is employed by any member of the Company Group and continuing for a period of: (A) twelve (12) months following the date that Executive is no longer employed by any member of the Company Group, with respect to the covenants set forth in Sections 8(b)(i) and 8(b)(ii) above; and (B) twelve (12) months following the date that Executive is no longer employed by any member of the Company Group with respect to the covenants set forth in Sections 8(b)(iii) and 8(b)(iv) above.”
(f) All references to the Employment Agreement in the Employment Agreement or in any annex, exhibit or schedule thereto shall be deemed to be references to the Employment Agreement as amended hereby.
2. Miscellaneous. Except as expressly amended hereby, the Employment Agreement shall remain in full force and effect. This Amendment and the Employment Agreement, and any annexes, exhibits or schedules hereto or thereto, set forth the entire agreement of the parties relating to the employment of Executive and are intended to supersede all prior negotiations, understandings and agreements between Executive and the Company or any of its subsidiaries. This Amendment is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. This Amendment may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which shall collectively constitute a single agreement, fully binding and enforceable against the parties hereto.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written.
| GLOBAL GAS CORPORATION | |||
| By: | /s/ Michael A Castaldy | ||
| Name: | Michael A Castaldy | ||
| Title: | Director | ||
| /s/ William Bennett Nance, Jr. | |
| WILLIAM BENNETT NANCE, JR. |
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Exhibit 10.2
March 4, 2024
Global Gas Corporation
99 Wall Street, Suite 436
New York, New York 10005
Gentlemen:
The undersigned shareholder of Global Gas Corporation (the “Company”), for good and valuable consideration the receipt of which is hereby acknowledged, hereby agrees to forfeit and transfer to the Company for cancellation in exchange for no consideration, and agrees that the Company shall immediately terminate and cancel, an aggregate of ____ shares of Class B (which are exercisable to Class A) Common Stock of the Company (the “Forfeited Securities”). The undersigned shall take such actions as are necessary to cause the Forfeited Securities to be terminated and cancelled, including by directing the Company’s transfer agent (or such other intermediaries as appropriate) to take any and all such actions incident thereto, after which the Forfeited Securities shall no longer be issued or outstanding. Please indicate your agreement to the foregoing by signing in the space provided below.
| Very truly yours, | |
| ACCEPTED AND AGREED TO: | |||
| GLOBAL GAS CORPORATION | |||
| By: | |||
| Name: | |||
| Title: | |||
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