UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2023 |
SPIRE GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-39493 |
85-1276957 |
||
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
8000 Towers Crescent Drive Suite 1100 |
|
|||
Vienna, Virginia |
|
22182 |
||
(Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including area code: (202) 301-5127 |
Not Applicable |
(Former name or former address, if changed since last report)
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:
☐ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
Class A common stock, par value of $0.0001 per share |
|
SPIR |
|
The New York Stock Exchange |
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 ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 27, 2023, Peter Platzer, the President and Chief Executive Officer of Spire Global, Inc. (the “Company”), and Spire Global Germany GmbH (“Spire Germany”) entered into a restated Managing Director Service Agreement that amends and restates the Managing Director Service Agreement, dated as of October 1, 2023 between Mr. Platzer and Spire Germany (the “Platzer Agreement” and as amended and restated, the “Restated Platzer Agreement”).
Effective November 27, 2023, Theresa Condor, the Company’s Chief Operating Officer, and Spire Germany entered into a restated Employment Contract that amends and restates the Employment Contract, dated as of October 1, 2023 between Ms. Condor and Spire Germany (the “Condor Agreement” and as amended and restated, the “Restated Condor Agreement”).
Effective November 27, 2023, the Company entered into an Executive Employment Agreement with Leo Basola, the Company’s Chief Financial Officer (the “Basola Agreement”).
The Restated Platzer Agreement, the Restated Condor Agreement and the Basola Agreement are referred to collectively herein as the “Employment Agreements.” None of the Employment Agreements has a set term.
The Employment Agreements provide for severance pay and benefits in the event the executive’s employment is terminated by the Company without Cause (as defined in the respective Employment Agreements) or due to the executive’s resignation for Good Reason (as defined in the respective Employment Agreements), with such terminations referred to as a “Qualifying Termination.”
The Employment Agreements provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs before a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan) or after the period that begins on the date of a Change in Control during the term and ends on the eighteen (18) month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying executive’s base salary and other compensation earned through the termination date:
The Restated Platzer Agreement also provides that in the case of such a termination, Mr. Platzer’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable.
The Employment Agreements provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs during the Change in Control Period, then the Company shall, in addition to paying executive’s base salary and other compensation earned through the termination date:
The Employment Agreements also provide that in the case of such a termination, the executive’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable.
In addition, the Employment Agreements provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after the termination date, then the executive shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control.
The foregoing descriptions of the Restated Platzer Agreement, the Restated Condor Agreement and the Basola Agreement are qualified in their entirety by reference to such agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
|
|
10.2 |
|
|
10.3 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: |
December 1, 2023 |
By: |
/s/ Peter Platzer |
|
|
Name: Title: |
Peter Platzer Chief Executive Officer |
Exhibit 10.1
Managing Director Service Agreement
between
Spire Global Germany GmbH, c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany, represented by its shareholder, Spire Global Subsidiaries, Inc., 8000 Towers Crescent Drive, Suite 1100, Vienna, Virginia 22182, represented by Boyd Johnson, Chief Legal Officer.
- hereinafter referred to as the “Company” -
and
Dipl.Ing. Peter Platzer, residing at Stümpflingstrasse 4, 82031 Grünwald, Germany
- hereinafter referred to as the “Managing Director” -
- the Company and the Managing Director hereinafter collectively referred to as the "Parties" and each individually as a "Party" -.
Preamble
Compared to the net compensation while working in Luxembourg, the Additional Tax Burden has a negative impact on the Managing Director’s monthly net compensation.
Now, therefore, in consideration of the mutual premises and covenants contained herein the Parties hereto agree as follows:
Sec. 1 Responsibilities and Duties
prudent businessman. He shall exercise the rights and duties of an employer within the meaning of
labor, social and tax law.
- 2 -
but not limited to, equity and debt capital raising, mergers, acquisition and divestitures;
behalf of the Company; and
sory body established with the Company in the future.
(6) The Managing Director guarantees that he is authorized to work in the territory of the Federal Republic of Germany and shall inform the Company immediately of any loss of such authorization.
(7) The Managing Director expects to take his domicile and habitual residence in Munich, Germany, by the end of September, 2023. He shall inform the Company immediately of any change.
Sec. 2 Commencement and termination
or
- 3 -
- 4 -
Sec. 2a Payments Due upon Termination
- 5 -
In addition to the afore-mentioned payments all of the Managing Director’s then-outstanding equity awards under Spire Global’s 2012 Stock Option and Grant Plan, its 2021 Equity Incentive Plan, and any other applicable plan, will accelerate and immediately become fully vested, and – the period to exercise any award will become the expiration date of such award, as applicable.
then the Company shall pay to Managing Director or Managing Director’s beneficiary or Managing Director’s estate, as the case may be, Managing Director’s base Salary and other compensation earned through the Termination Date and Managing Director shall not be eligible or entitled to receive any severance pay or benefits from the Company.
- 6 -
Sec. 2b Anticipatory Qualifying Termination.
If Managing Director’s service agreement with the Company is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after Managing Director’s Termination Date, then Managing Director shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of Managing Director’s annualized base salary as of the Termination Date (or Managing Director’s annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control. Sec. 2a(4)(c) above shall apply correspondingly with regard to the Managing Director’s then outstanding equity awards.
Sec. 3 Scope of Work, Working Hours and Secondary Activities
Sec. 4 Remuneration
- 7 -
Sec. 4a Partial Net Remuneration
- 8 -
Sec. 5 Reimbursement of Expenses
The Company shall reimburse the Managing Director for expenses and other costs incurred by the Managing Director in properly performing his duties under this service agreement. Reimbursement shall generally be made on the basis of itemized receipts or as a lump sum in accordance with Spire’s Expense Reimbursement Policy and the maximum rates considered as deductible under applicable tax laws.
Sec. 6 Remuneration in the event of absence from duty
Sec. 7 Vacation
Sec. 8 Prohibition of competition
During the term of this service agreement, the Managing Director is prohibited from working in an independent or dependent capacity or in any other way for a company or other entity that is in direct or indirect competition with the Company in any part of the world. Similarly, he shall be prohibited from establishing or acquiring such a company or acquiring a direct or indirect interest therein during the term of this service agreement, except for acquiring shares in listed companies for financial investment purposes of up to 5% of the equity or the voting rights. The Managing Director shall notify the Company of such investments without delay.
- 9 -
- 10 -
Sec. 9 Confidentiality Obligation
Managing Director is obliged to maintain secrecy about all operational and business matters of the Company (in particular trade and business secrets), as required under the agreements signed on September 30, 2012, and May, 2019 (individually and collectively the “Confidentiality Agreements”).
Sec. 10 Return of Documents and Objects
At the request of the Company, the Managing Director shall return to an authorized representative of the Company all business documents and papers, including duplicates, copies, electronically stored information, and copies of software provided by the Company and similar documents, as well as objects, including keys, credit cards, computer disks and similar items. The Managing Director shall not keep copies of any document without the written consent of the Company. In the event of termination of this service contract, dismissal or resignation from office, the Managing Director shall be equally obliged to return them immediately without having to be requested to do so. There shall be no right of retention in respect of documents, papers or items which are belonging to the Company.
Sec. 11 Managing Director’s Inventions
Inventions, patents, copyrights and other industrial property rights (hereinafter jointly referred to as "Industrial Property Rights") developed by the Managing Director during the term of this Service Agreement as well as the use and exploitation of technical and organizational improvement proposals of the Managing Director shall exclusively belong to the Company without any special remuneration and shall be transferred to the Company, as required under the Confidentiality Agreements.
Sec. 12 Miscellaneous
- 11 -
- 12 -
Name: Boyd Johnson Name: Peter Platzer
Chief Legal Officer The Managing Director
Spire Global, Inc.
/s/ Boyd Johnson /s/ Peter Platzer The protection of personal data are an important concern for Spire Global Germany GmbH, c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany ["Spire Global Germany" or "we"].
- 13 -
ANNEX 1
Data protection information for employees in accordance with Art. 13 and 14 GDPR
Data protection information for Managing Directors according to Art. 13 and 14 GDPR
We process personal data exclusively in accordance with the legal requirements, in particular the EU General Data Protection Regulation ("GDPR") and the German Federal Data Protection Act ("BDSG"). This data protection notice for employees describes how we collect personal data from our employees, including the Managing Director(s) ("You") in the course of their work at Spire, and what rights you have in this context.
The most important terms in advance:
"Personal data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person ( Art. 4 No. 1 GDPR) (hereinafter "Data").
"Processing" includes any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, filing, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (Art. 4 No. 2 GDPR).
You can find the full text of the GDPR and the BDSG in the Internet.
For the processing of your personal data, Spire Global Germany is responsible under data protection law as the controller within the meaning of the GDPR.
You can contact Spire Global Germany at any time using the contact details below:
Name and legal form of employer: Spire Global Germany GmbH
Address: c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany
Telephone:
Fax:
Email:
Telephone
Email:
- 14 -
We collect personal data that you provide to us in connection with the establishment, performance and termination of your employment at Spire Global Germany, esp:
In addition, we collect data from you from the following sources:
We process your data for the purpose of your Employment relationship in particular for the purposes of
- 15 -
As a legal basis for processing for these purposes, we rely on the necessity of processing for the implementation or termination of your employment relationship (§ 26 para. 1 sentence 1 BDSG).
In addition, we process your data for purposes of safeguarding the legitimate interests of Spire Global Germany GmbH or third party to
As a legal basis for processing for these purposes, we rely on the necessity of processing to protect the above legitimate interests (Art. 6 para. 1 sentence 1 lit. f GDPR).
Furthermore, we process your data for the purpose of complying with our legal obligations, in particular for compliance with
As a legal basis for processing for these purposes, we rely on the necessity of the processing to comply with our respective legal obligations (Art. 6 para. 1 sentence 1 lit. c GDPR).
- 16 -
We process your data for the following purposes on the basis of any consent you may have given us Consent:
As a legal basis for processing for these purposes, we rely on your consent (Art. 6 para. 1 sentence 1 lit. a) GDPR, § 26 para. 2 BDSG). You may revoke any consent you have given at any time without affecting the lawfulness of the processing carried out on the basis of the consent until revocation.
Insofar as, for the above-mentioned purposes, we special categories of personal data (within the meaning of Art. 9 (1) GDPR), in particular health data, we also rely on your consent (Art. 9 para. 2 lit. a GDPR) or the necessity of the processing
Within the framework of your employment relationship, it is necessary that you provide us with the data that we need to carry out or terminate the employment relationship, or to which we are legally obligated to collect or process, e.g. in tax and social security law, labor law or for the protection of our Managing Directors (e.g. reporting obligation pursuant to § 28a para. 3 SGB IV, §§ 5 ff. DEÜV).
We do not use any procedures for automated decision-making.
We store your data only as long as it is necessary for the respective purposes of processing. As a matter of principle, we store your data processed for the purposes of implementing or terminating the employment relationship for as long as is necessary to complete the employment relationship. If storage of the data is no longer necessary for the fulfillment of contractual or legal obligations arising from employment law, social security law and social protection law, your data will be deleted, unless deletion is contrary to legal retention obligations or longer storage is necessary in the specific case for the fulfillment of other legal obligations or to protect our legitimate interests (e.g. assertion, exercise or defense of legal claims)..
Within our company, only those persons and offices receive your data that require it for the purposes outlined above, and only to the extent necessary for this purpose.
We only pass on your data to external recipients if this is necessary to achieve the above-mentioned purposes..
On the other hand, we also pass on your data to the extent described to external service providers (e.g. IT service providers, personnel service providers, legal advisors, tax advisors, auditors), business partners (e.g.
- 17 -
travel agencies, hotels, airlines, and public authorities (e.g., tax authorities, social insurance agencies, pension insurance agencies, professional pension institutions) further.
A transfer to third parties that are not based in the European Union or the European Economic Area does not take place.
In accordance with the statutory provisions, you have the right:
You also have the right to object to processing of your data that is necessary to protect the legitimate interests of Spire Global Germany or third parties, for reasons arising from your particular situation, in accordance with the statutory provisions (right of objection pursuant to Article 21 para. 1 GDPR). If personal data is processed by us for the purpose of direct marketing, you have the right to object to this processing at any time without the need for special reasons (right of objection pursuant to Art. 21 para. 2 GDPR).
Insofar as the processing of your data is based on consent, you have the right to revoke your consent at any time without this affecting the lawfulness of the processing of your data carried out on the basis of the consent until revocation.
To exercise your rights, and to revoke any consent you may have given, please contact Spire Global Germany using the contact details listed in section 1. In addition, you have the right to file a complaint with a supervisory authority at any time, without prejudice to other legal remedies. The competent supervisory authority is in particular the Bavarian State Officer for Data Protection Matters, Wagmüllerstr. 18, 80538 Munich.
Please let us know if any of the information we hold about you changes so that we can correct and update the information on our systems.
You can request a copy of this data protection notice at any time by contacting us using the contact details provided in section 1 above. We will adapt and update this data protection notice from time to time.
- 18 -
Status: September 2023.
ANNEXE 2
Declaration of commitment according to § 53 BDSG
Peter Platzer, residing at Stümpflingstraße 4, 82031 Grünwald, Germany,
Personnel number
Department, location: Managing Director, Munich
was committed today to the duties of confidentiality in connection with the respective employment contract activity as well as the processing of personal data in dealing with information technology.
Secrecy
You are obligated to maintain secrecy with regard to all information that becomes known to you in the course of or on account of your work and that is not in the public domain. In this respect, reference is made to the duty of confidentiality pursuant to Sec. 9 of the Service Agreement. Violations of the internal confidentiality regulations may be punished under civil law (in particular claims for injunctive relief and/or damages) and under criminal law.
Privacy
The relevant legal regulations also require that personal data be processed in such a way that the rights of the persons affected by the processing to confidentiality and integrity of their data are guaranteed.
Since you may come into contact with personal data in the course of your work, we hereby obligate you to observe data protection, in particular to maintain confidentiality.
Your obligation is comprehensive. You may not process personal data yourself without authorization and you may not disclose or make this data available to other persons without authorization.
You are therefore only permitted to process personal data to the extent and in the manner necessary to perform the tasks assigned to you. Under these regulations, you are prohibited from processing personal data in an unauthorized or unlawful manner or from intentionally or unintentionally violating the security of the processing in a manner that results in the destruction, loss, alteration, unauthorized disclosure or unauthorized access.
Your activity may affect social secrecy. If data is processed that is subject to social secrecy, you must keep it secret to the same extent as the original transmitting agency.
- 19 -
Under the GDPR, violations of data protection provisions and other criminal provisions may be punishable by imprisonment or a fine. Data protection violations can at the same time mean a violation of obligations under employment or service law and have corresponding consequences.
Data protection violations are also threatened with potentially very high fines for the company, which may lead to claims for compensation against you.
Your obligation continues without time limit and even after your employment ends.
The requirements for handling information technology with regard to information security must be complied with. The specifications can be found in the attached appendix.
Confirmation
I was expressly informed of the contractual confidentiality obligations. I have been informed about the obligation to maintain data secrecy and the resulting conduct. I have taken note of these obligations and the requirements for handling business secrets and information technology and am aware that a breach of these may have legal consequences.
Place, date Munich, Nov 27th, 2023
/s/ Peter Platzer
Dipl.-Ing. Peter Platzer
- 20 -
Exhibit 10.2
Employment contract
between
Spire Global Germany GmbH, represented by Dipl.-Ing. Peter Platzer
- hereinafter the “Employer” or “Company”-
and Mrs. Theresa Condor Platzer, residing at Stümpflingstrasse 4, 82031 Grünwald, Germany
- hereinafter the ”Employee” –
The Employer and the Employee collectively the “Parties”, and each individually a “Party”
Preamble
Now, therefore, in consideration of the mutual premises and covenants contained herein the Parties hereto agree as follows:
Sec. 1 Scope of duties
Sec. 2 Working Time; Working Place
Sec. 3 Duration; Termination
- 2 -
(4) This Employment Agreement will terminate upon:
or
- 3 -
- 4 -
Sec. 4 Remuneration
Bonus payments, if any, will be made subject to the deduction of social and tax contributions as required by applicable law.
- 5 -
Sec. 4a Partial Net Remuneration
Sec. 4a Payments Due upon Termination
- 6 -
- 7 -
- 8 -
then the Company shall pay to the Employee or the Employee’s beneficiary or Employee’s estate, as the case may be, Employee’s base Salary and other compensation earned through the Termination Date and Employee shall not be eligible or entitled to receive any severance pay or benefits from the Company.
Sec. 4b Anticipatory Qualifying Termination.
If Employee’s employment agreement with the Company is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after Employee’s Termination Date, then the Employee shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control. With regard to the Employee’s then outstanding equity awards Sec. 4a.(4)(c) above applies correspondingly.
Sec. 5 Reimbursement of Expenses
Sec. 6 Continuation of Salary Payments in the Event of Illness
In the event of incapacity to work (see Sec. 13 below), the Employee shall be entitled to receive her full fixed remuneration for the statutory period of six weeks.
Sec. 7 Vacation
- 9 -
Sec. 8 Confidential Information
Sec. 9 E-Mail and Internet Usage
(1) The Employee acknowledges that access to the Company's computer, email, internet, telephone and other information technology systems (collectively "IT Systems") is provided for business purposes only.
(2) The Company does not allow its IT Systems to be used to create, send, receive, or store any data that can reasonably be considered illegal, inappropriate, offensive, defamatory, obscene, harassing, or which infringes the rights of a third party.
(3) The Company reserves the right to access, inspect, review, copy, and delete any of the information, data, or messages accessed through its IT Systems with or without notice to the Employee in order to protect the Company's interests. This includes, but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions, all voicemails, and all file transfers into and out of the Company's IT Systems. In addition, the Company may review IT Systems activity and analyze usage patterns. Accordingly, the Employee does not have any expectation of privacy as to her IT Systems usage and should not use these systems for information the Employee wishes to keep private.
- 10 -
(4) Use of IT Systems in a manner that breaches the provisions of this Clause 9 or other policies related to IT Systems published by the Company from time to time may constitute a serious breach of discipline and may result in disciplinary action against the Employee including dismissal without notice or payment in lieu of notice.
Sec. 10 Non-Competition
Sec. 11 Intellectual Property
- 11 -
Sec. 12 Assignment and Pledge
The Employee is not entitled to assign, pledge or otherwise encumber any claims arising from this employment agreement without the prior consent of the Employer.
Sec. 13 Notice in Case of Sick Leave
Sec. 14 Expiry Clause,
Sec. 15 Use of Company Telecommunications and Data Processing Equipment
- 12 -
Sec. 16 Miscellaneous
- 13 -
27th November 2023
Name: Peter Platzer
Employee, for and on behalf of Spire Global Germany GmbH The protection of personal data are an important concern for Spire Global Germany GmbH, c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany ["Spire Global Germany" or "we"].
____/s/ Peter Platzer______
Name: Theresa Condor Platzer
The Employee
______/s/ Theresa Condor______
- 14 -
ANNEX 1
Data protection information for Employees in accordance with Art. 13 and 14 GDPR
Data protection information for Employees according to Art. 13 and 14 GDPR
We process personal data exclusively in accordance with the legal requirements, in particular the EU General Data Protection Regulation ("GDPR") and the German Federal Data Protection Act ("BDSG"). This data protection notice for employees describes how we collect personal data from our employees, including the employee(s) ("You") in the course of their work at Spire, and what rights you have in this context.
The most important terms in advance:
"Personal data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person ( Art. 4 No. 1 GDPR) (hereinafter "Data").
"Processing" includes any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, filing, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (Art. 4 No. 2 GDPR).
You can find the full text of the GDPR and the BDSG in the Internet.
For the processing of your personal data, Spire Global Germany is responsible under data protection law as the controller within the meaning of the GDPR.
You can contact Spire Global Germany at any time using the contact details below:
Name and legal form of employer: Spire Global Germany GmbH
Address: c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany
Telephone:
Fax:
Email:
Telephone
Email:
We collect personal data that you provide to us in connection with the establishment, performance and termination of your employment at Spire Global Germany, esp:
- 15 -
In addition, we collect data from you from the following sources:
We process your data for the purpose of your Employment relationship in particular for the purposes of
- 16 -
As a legal basis for processing for these purposes, we rely on the necessity of processing for the implementation or termination of your employment relationship (§ 26 para. 1 sentence 1 BDSG).
In addition, we process your data for purposes of safeguarding the legitimate interests of Spire Global Germany GmbH or third party to
As a legal basis for processing for these purposes, we rely on the necessity of processing to protect the above legitimate interests (Art. 6 para. 1 sentence 1 lit. f GDPR).
Furthermore, we process your data for the purpose of complying with our legal obligations, in particular for compliance with
As a legal basis for processing for these purposes, we rely on the necessity of the processing to comply with our respective legal obligations (Art. 6 para. 1 sentence 1 lit. c GDPR).
We process your data for the following purposes on the basis of any consent you may have given us Consent:
As a legal basis for processing for these purposes, we rely on your consent (Art. 6 para. 1 sentence 1 lit. a) GDPR, § 26 para. 2 BDSG). You may revoke any consent you have given at any time without affecting the lawfulness of the processing carried out on the basis of the consent until revocation.
Insofar as, for the above-mentioned purposes, we special categories of personal data (within the meaning of Art. 9 (1) GDPR), in particular health data, we also rely on your consent (Art. 9 para. 2 lit. a GDPR) or the necessity of the processing
- 17 -
Within the framework of your employment relationship, it is necessary that you provide us with the data that we need to carry out or terminate the employment relationship, or to which we are legally obligated to collect or process, e.g. in tax and social security law, labor law or for the protection of our Employees (e.g. reporting obligation pursuant to § 28a para. 3 SGB IV, §§ 5 ff. DEÜV).
We do not use any procedures for automated decision-making.
We store your data only as long as it is necessary for the respective purposes of processing. As a matter of principle, we store your data processed for the purposes of implementing or terminating the employment relationship for as long as is necessary to complete the employment relationship. If storage of the data is no longer necessary for the fulfillment of contractual or legal obligations arising from employment law, social security law and social protection law, your data will be deleted, unless deletion is contrary to legal retention obligations or longer storage is necessary in the specific case for the fulfillment of other legal obligations or to protect our legitimate interests (e.g. assertion, exercise or defense of legal claims)..
Within our company, only those persons and offices receive your data that require it for the purposes outlined above, and only to the extent necessary for this purpose.
We only pass on your data to external recipients if this is necessary to achieve the above-mentioned purposes..
On the other hand, we also pass on your data to the extent described to external service providers (e.g. IT service providers, personnel service providers, legal advisors, tax advisors, auditors), business partners (e.g. travel agencies, hotels, airlines, and public authorities (e.g., tax authorities, social insurance agencies, pension insurance agencies, professional pension institutions) further.
A transfer to third parties that are not based in the European Union or the European Economic Area does not take place.
In accordance with the statutory provisions, you have the right:
- 18 -
You also have the right to object to processing of your data that is necessary to protect the legitimate interests of Spire Global Germany or third parties, for reasons arising from your particular situation, in accordance with the statutory provisions (right of objection pursuant to Article 21 para. 1 GDPR). If personal data is processed by us for the purpose of direct marketing, you have the right to object to this processing at any time without the need for special reasons (right of objection pursuant to Art. 21 para. 2 GDPR).
Insofar as the processing of your data is based on consent, you have the right to revoke your consent at any time without this affecting the lawfulness of the processing of your data carried out on the basis of the consent until revocation.
To exercise your rights, and to revoke any consent you may have given, please contact Spire Global Germany using the contact details listed in section 1. In addition, you have the right to file a complaint with a supervisory authority at any time, without prejudice to other legal remedies. The competent supervisory authority is in particular the Bavarian State Officer for Data Protection Matters, Wagmüllerstr. 18, 80538 Munich.
Please let us know if any of the information we hold about you changes so that we can correct and update the information on our systems.
You can request a copy of this data protection notice at any time by contacting us using the contact details provided in section 1 above. We will adapt and update this data protection notice from time to time.
- 19 -
ANNEXE 2
Declaration of commitment according to § 53 BDSG
Theresa Condor Platzer, residing at Stümpflingstrasse 4, 82031 Grünwald, Germany
Personnel number
Department, location: Employee, Munich
was committed today to the duties of confidentiality in connection with the respective employment contract activity as well as the processing of personal data in dealing with information technology.
Secrecy
You are obligated to maintain secrecy with regard to all information that becomes known to you in the course of or on account of your work and that is not in the public domain. In this respect, reference is made to the duty of confidentiality pursuant to Sec. 9 of the Service Agreement. Violations of the internal confidentiality regulations may be punished under civil law (in particular claims for injunctive relief and/or damages) and under criminal law.
Privacy
The relevant legal regulations also require that personal data be processed in such a way that the rights of the persons affected by the processing to confidentiality and integrity of their data are guaranteed.
Since you may come into contact with personal data in the course of your work, we hereby obligate you to observe data protection, in particular to maintain confidentiality.
Your obligation is comprehensive. You may not process personal data yourself without authorization and you may not disclose or make this data available to other persons without authorization.
You are therefore only permitted to process personal data to the extent and in the manner necessary to perform the tasks assigned to you. Under these regulations, you are prohibited from processing personal data in an unauthorized or unlawful manner or from intentionally or unintentionally violating the security of the processing in a manner that results in the destruction, loss, alteration, unauthorized disclosure or unauthorized access.
Your activity may affect social secrecy. If data is processed that is subject to social secrecy, you must keep it secret to the same extent as the original transmitting agency.
Under the GDPR, violations of data protection provisions and other criminal provisions may be punishable by imprisonment or a fine. Data protection violations can at the same time mean a violation of obligations under employment or service law and have corresponding consequences.
Data protection violations are also threatened with potentially very high fines for the company, which may lead to claims for compensation against you.
Your obligation continues without time limit and even after your employment ends.
- 20 -
The requirements for handling information technology with regard to information security must be complied with. The specifications can be found in the attached appendix.
Confirmation
I was expressly informed of the contractual confidentiality obligations. I have been informed about the obligation to maintain data secrecy and the resulting conduct. I have taken note of these obligations and the requirements for handling business secrets and information technology and am aware that a breach of these may have legal consequences.
Place, date Brussels, Belgium, November 29, 2023
___/s/ Theresa Condor______________
Mrs. Theresa Condor Platzer
- 21 -
Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (“Agreement”) is entered into by and between Spire Global, Inc., a Delaware corporation (the “Company”) and Leo Basola (“Employee”) (collectively “Parties” or individually “Party”). This Agreement shall become effective, as of its stated date of execution, when both the Employee and the Company sign it.
RECITALS
A. The Company and Employee are parties to a Proprietary Information and Inventions Agreement (the “Confidentiality Agreement”).
B. The Company desires to continue to employ Employee pursuant to the terms of this Agreement and Employee desires to accept such continued employment pursuant to the terms of this Agreement.
AGREEMENT
In consideration of the above recitals and the mutual promises set forth in this Agreement, the Parties agree as follows:
1. Capitalized Terms. Each capitalized term in this Agreement has the meaning given to such term in this Agreement.
2. Term. The term of this Agreement (the “Term”) is the period from the Effective Date until Employee’s employment is terminated in accordance with Section 5.
3. Vesting of Equity Awards Upon a Change in Control. If the Company terminates Employee’s employment without Cause or if Employee resigns with Good Reason (either such event, a “Qualifying Termination”), in either case with the Termination Date occurring during the Change in Control Period, then, with respect to any equity-based award that has been granted to Employee under the Equity Incentive Plan or otherwise and is outstanding and not fully vested on the Termination Date (an “Equity Award”), and notwithstanding any language in the Company’s equity plan to the contrary, the unvested portion of any Equity Award, including performance based Equity Awards, that are outstanding on the Termination Date will immediately fully vest. Notwithstanding any provision to the contrary in the terms of any Equity Award agreement regarding the expiration date of the Equity Award, if such Equity Award is a stock option, it will remain exercisable until the expiration date of such award and the exercisable period identified in the Equity Award shall not apply.
4. Termination of Employment.
4.1 Termination of Employment Events. Employee’s employment with the Company will terminate upon:
(a) The date of Employee’s receipt of written notice from the Company of the termination of Employee’s employment (or any later date specified in such written notice from the Company);
(b) The effective date of Employee’s resignation for Good Reason or any other reason (as specified in written notice from Employee); or
(c) Employee’s death.
4.2 Termination Date. The date upon which Employee’s termination of employment with the Company is effective is the “Termination Date.” For purposes of Sections 5.1 or 5.2 only, the Termination Date means the date on which a “separation from service” has occurred for purposes of Section 409A of the Internal Revenue Code, as amended, and the regulations and guidance thereunder (the “Code”).
4.3 Resignation From Positions. Unless otherwise requested by the Company’s Board of Directors (the “Board”) in writing, upon Employee’s termination of employment with the Company for any reason Employee shall automatically resign as of the Termination Date from all titles, positions and appointments Employee then holds with the Company, whether as an officer, director, trustee or employee (without any claim for compensation related thereto), and Employee hereby agrees to take all actions necessary to effectuate such resignations.
5. Payments Upon Termination of Employment.
5.1. Qualifying Termination Before a Change in Control or after the Change in Control Period. If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, and the Termination Date occurs before a Change in Control or after the Change in Control Period, then the Company shall, in addition to paying Employee’s base salary and other compensation earned through the Termination Date,
(a) pay to Employee as severance pay an amount equal to one hundred percent (100%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary), less all legally required and authorized deductions and withholdings, payable in a lump sum on the first regular payroll date immediately following the Termination Date (the “Non-CIC Severance Payment”);
(b) pay to Employee as additional severance pay an amount equal to one hundred percent (100%) of Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date (the “Non-CIC Bonus Payment”);
(c) pay to Employee as additional severance a lump sum cash payment equal to one hundred percent (100%) of Employee’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) months, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date (the “Non-CIC Benefits Continuation Payment”); and
(d) pay up to $15,000.00 for outplacement services by an outplacement services provider selected by Employee, with any such amount payable by the Company directly to the outplacement services provider or reimbursed to Employee, in either case subject to Employee’s submission of appropriate receipts before the twelve (12) month anniversary of the Termination Date (the “Outplacement Payments”).
5.2. Qualifying Termination During the Change in Control Period. If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, and the Termination Date occurs on the date of a Change in Control to occur during the Term or before the eighteen (18) month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying Employee’s base salary and other compensation earned through the Termination Date,
2
(a) pay to Employee as severance pay an amount equal to the sum of (i) one hundred fifty percent (150%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary) (the “CIC Severance Payment”), (ii) one hundred fifty percent (150%) of Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs (the “CIC Bonus Payment”), and (iii) one hundred fifty percent (150%) of Employee’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of eighteen (18) months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date; and
(b) pay the Outplacement Payments.
5.3. Other Termination of Employment Events. If Employee’s employment with the Company is terminated by reason of:
(a) Employee’s resignation for any reason other than Good Reason;
(b) termination of Employee’s employment by the Company for Cause; or
(c) Employee’s death or Disability,
then the Company shall pay to Employee or Employee’s beneficiary or Employee’s estate, as the case may be, Employee’s base Salary and other compensation earned through the Termination Date and Employee shall not be eligible or entitled to receive any severance pay or benefits from the Company.
5.4. Cause Defined. “Cause” hereunder means:
(a) Employee’s intentional and repeated material failure to perform Employee’s material job duties competently as reasonably determined by the Company’s Chief Executive Officer or Board of Directors with respect to the CEO;
(b) gross misconduct by Employee that is demonstrably and materially damaging to the Company;
(c) fraud, misappropriation, or embezzlement by Employee;
(d) an act or acts of dishonesty by Employee intended to result in gain or personal enrichment of Employee at the expense of the Company;
(e) Employee’s conviction of or plea of nolo contendere to a felony;
(f) Employee’s intentional and material violation of the Company’s Code of Conduct or Employee Handbook or other material written policy; or (g) the intentional and material breach of this Agreement or the Confidentiality Agreement by Employee.
3
With respect to Section 5.4(a), Section 5.4(f) or Section 5.4(g), the Company shall first provide Employee with written notice within thirty (30) calendar days of the condition’s occurrence detailing the asserted failure, violation or beach and provide a reasonable opportunity to cure such asserted failure, violation or breach, with such written notice identifying with specificity the reasonable action(s) needed to cure within thirty (30) calendar days of Employee’s receipt of written notice from the Company. However, Employee recognizes some events result in the destruction of trust and are, therefore, not curable. The Company, in its sole discretion, shall determine whether an event is curable; and, therefore, whether the notice allowed for in this paragraph is applicable.
5.5. Change in Control Defined. “Change in Control” hereunder has the same meaning such term has in the Spire Global, Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Equity Incentive Plan”).
5.6. Good Reason Defined. “Good Reason” hereunder means the occurrence of any of the following events without Employee’s consent:
(b) a material diminution (ten percent (10%) or more) in the Employee's base salary, annual bonus, annual equity award, or any other annual incentive compensation opportunity;
(c) a relocation of the Employee’s principal place of employment to a location more than thirty (30) miles from his principal place of employment on the Effective Date; or
(d) the material breach of this Agreement by the Company.
provided, however, that “Good Reason” shall not exist unless Employee has first provided written notice to the Company of the occurrence of one or more of the conditions under clauses (a) through (d) above, such condition is not fully remedied by the Company within thirty (30) calendar days after the Company’s receipt of written notice from Employee.
5.7. Disability Defined. “Disability” hereunder has the same meaning such term has in the Equity Incentive Plan.
5.8. Employee Benefit Plans or Programs. For avoidance of doubt, nothing in this Agreement affects Employee’s right to receive any amounts due under the terms of any employee benefit plans or programs (other than severance-related plan or program) then maintained by the Company in which Employee participates.
6. Anticipatory Qualifying Termination. If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after Employee’s Termination Date, then Employee shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control.
4
7. Taxes Generally and Section 409A.
7.1 Taxes. The Company is entitled to withhold on and report the making of such payments as may be required by law as determined in the reasonable discretion of the Company.
7.2 Section 409A. This Agreement is intended to provide for payments that satisfy, or are exempt from, the requirements of Section 409A, including Sections 409A(a)(2), (3) and (4) of the Code and current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding any other provision in this Agreement:
(a) all payments to be made to Employee hereunder, to the extent they constitute a deferral of compensation subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A), shall be made no later, and shall not be made any earlier, than at the time or times specified in this Agreement or in any applicable plan for such payments to be made, except as otherwise permitted or required under Section 409A;
(b) the date of Employee’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of Employee’s termination of employment for purposes of determining the time of payment of any amount that becomes payable to Employee related to Employee’s termination of employment under Sections 4.1(a), 4.1(b) or 4.1(c), and any reference to Employee’s “Termination Date” or “termination” of Employee’s employment in Section 5.1 or Section 5.2 shall mean the date of Employee’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii));
(c) in the case of any amounts payable to Employee under this Agreement that may be treated as payable in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), Employee’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii);
(d) to the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits under any provision of this Agreement would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable to such reimbursements and benefits under Section 409A): (i) reimbursement of any such expense shall be made by the Company as soon as practicable after such expense has been incurred, but in any event no later than December 31st of the year following the year in which Employee incurs such expense; (ii) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any calendar year; and (iii) Employee’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (e) to the extent any payment or delivery otherwise required to be made to Employee hereunder on account of Employee’s separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if Employee is a “specified employee” under Section 409A at the time of Employee’s separation from service, then such payment and delivery shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of Employee’s separation from service, or (ii) the date of Employee’s death (such first business day, the “Delayed Payment Date”), and on the Delayed Payment Date, there shall be paid or delivered to Employee or, if Employee has died, to Employee’s estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence.
5
Except for any tax amounts withheld by the Company from the payments or other consideration hereunder and any employment taxes required to be paid by the Company, Employee shall be responsible for payment of any and all taxes owed in connection with the consideration provided for in this Agreement; and
(f) the Parties agree that this Agreement may be amended, as may be necessary to fully comply with, or to be exempt from, Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party.
8. Miscellaneous.
8.1. Integration. This Agreement embodies the entire agreement and understanding among the Parties relative to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter; provided, however, this Agreement is not intended to supersede or otherwise affect the Confidentiality Agreement, the Equity Incentive Plan or any Award Agreement (as defined in the Equity Incentive Plan), each of which shall remain in effect in accordance with its terms.
8.2. Applicable Law. All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement are governed by the laws of the State of California without giving effect to any choice or conflict of law provision or rule, whether of the State of California or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of California.
8.3. Choice of Jurisdiction. Employee and the Company consent to jurisdiction of the courts of the State of California and/or the federal district courts, District of California, for the purpose of resolving all issues of law, equity, or fact, arising out of or in connection with this Agreement or Employee’s employment with the Company or the termination of such employment. Any action involving claims for interpretation, breach or enforcement of this Agreement or related to Employee’s employment with the Company or the termination of such employment shall be brought in such courts. Each party consents to personal jurisdiction over such party in the state and/or federal courts of California and hereby waives any defense of lack of personal jurisdiction or inconvenient forum.
8.4. Counterparts. This Agreement may be executed by the Parties in one or more counterparts (including by means of telecopied, facsimile, PDF, DocuSign or other electronic signature pages), each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures delivered by telecopied, facsimile, PDF, DocuSign or other electronic signature shall constitute original signatures.
6
8.5. Assignment and Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and will be binding upon the successors and assigns of the Company. Neither party may, without the written consent of the other party, assign or delegate any of its rights or obligations under this Agreement except that the Company may, without any further consent of Employee, assign or delegate any of its rights or obligations under this Agreement to any corporation or other business entity (a) with which the Company may merge or consolidate, (b) to which the Company may sell or transfer all or substantially all of its assets or capital stock or equity, or (c) any affiliate or subsidiary of the Company. After any such assignment or delegation by the Company, the Company will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be the “Company” for purposes of all terms and conditions of this Agreement, including this Section 8.5. Employee may not assign this Agreement or any rights or obligations hereunder other than to Employee’s estate in the event of Employee’s death.
8.6. Modification. This Agreement shall not be modified or amended except by a written instrument signed by the Parties.
8.7. Severability. The invalidity or partial invalidity of any portion of this Agreement shall not invalidate the remainder thereof, and said remainder shall remain in full force and effect.
8.8. 280G Limitations. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 8.8 will be made in writing by an accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 8.8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8.8. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.8. Any reduction in payments and/or benefits required by this Section 8.8 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) deferred compensation amounts subject to Section 409A shall be reduced last.
7
[Signature Page Follows]
8
THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the stated date of execution, when both Employee and the Company sign it.
SPIRE GLOBAL, INC.
Date: 27-Nov-2023 __/s/ Peter Platzer_________________________________
By: Peter Platzer
Its: Chief Executive Officer
EMPLOYEE:
Date: 27-Nov-2023 __/s/ Leo Basola__________________________________
Leo Basola
[Signature Page to Employment Agreement]