This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this

“Agreement”) is entered into by and between Piedmont Lithium Inc., a Delaware corporation (the “Company”), and Austin D. Devaney (“Employee ). Employee and the Company are each referred to herein as a “Party” and collectively as the “Parties.”

 

WHEREAS, Employee and the Company are parties to that certain executive employment agreement dated December 8, 2022 (the “Employment Agreement”);

 

WHEREAS, Employee’s employment with the Company is voluntarily terminated for Good

 

WHEREAS, the Company wishes to provide Employee with certain separation benefits, which are conditioned upon Employee’s execution, delivery and non-revocation of this Agreement; and

 

WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have against the Company and the other Company Parties (as defined below), including any claims that Employee has or may have arising from or relating to Employee’s employment, or the end of Employee’s employment, with any Company Party.

 

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee and the Company, the Parties hereby agree as follows:

 

 

(a)          Employee’s employment with the Company terminated effective as of the Separation Date.

 

As of the Separation Date, Employee will no longer be employed by the Company or any other Company Party, and Employee will be deemed to have automatically resigned (i) as an officer of the Company and its affiliates (as applicable) and (ii) from the board of managers, board of directors or similar governing body of each of the Company and its affiliates (as applicable) and any other corporation, limited liability company, trade organization, or other entity in which the Company or any of its affiliates holds an equity interest or with respect to which board or similar governing body Employee serves as the designee or other representative of the Company or any of its affiliates.

 

(b)          Subject to Section 2 below, Employee acknowledges and agrees that Employee has been paid in full all bonuses, been provided all benefits, and otherwise received all wages, compensation and other sums that Employee has been owed by each Company Party. Employee further acknowledges and agrees that Employee has received all leaves (paid and unpaid) that Employee has been entitled to receive from each Company Party.

 

(a)         The Company shall pay to Employee a lump sum payment of $400,000 (the “Severance Payment”), representing 12 months of Employee’s base salary, which Severance Payment shall be paid as soon as administratively practicable following the expiration of the Release Revocation Period (as defined in Section 8 below) and no later than 60 days following the Separation Date;

 

(b)          Employee’s deferred bonus for 2023 will be paid as previously agreed in the 2023 Bonus Letter, attached as Schedule I;

(c)           Subject to Employees timely election of coverage under COBRA (as defined in the

Employment Agreement), the Company shall directly pay or reimburse Employee for the premiums for Employee and Employee’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the Separation Date and (B) the date Employee and Employee’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s); and

 

(d)          All of the equity awards granted to Employee that are outstanding and unvested as of the Separation Date shall become fully vested as of the Separation Date, with any performance-based awards deemed vested based upon the target level of performance.

 

Employee acknowledges and agrees that the consideration referenced in this Section 2 represents the entirety of the amounts Employee is eligible to receive as severance pay and benefits from the Company or any other Company Party, pursuant to the Employment Agreement or otherwise.

 

 

(a)        For good and valuable consideration, including the consideration set forth in Section 2 (and any portion thereof), Employee knowingly and voluntarily (for Employee, Employee’s family, and Employee’s heirs, executors, administrators and assigns) hereby releases and forever discharges the Company and its affiliates, predecessors, successors, subsidiaries and benefit plans, and the foregoing entities’ respective equity-holders, officers, directors, managers, members, partners, employees, agents, representatives, and other affiliated persons, and the Company’s and its affiliates’ benefit plans (and the fiduciaries and trustees of such plans) (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s ownership of any interest in any Company Party, Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Employee executes this Agreement, including (i) any alleged violation through such time of: (A) any federal, state or local anti-discrimination, anti-harassment or anti-retaliation law, regulation or ordinance, including the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of

1991, Sections 1981 through 1988 of Title 42 of the United States Code and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act; (D) the National Labor Relations Act; (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) Retaliatory Employment Discrimination Act, the North Carolina Persons with Disabilities Protection Act, the Equal Employment Practices Act, N.C.G.S. § 95-28.1 (which prohibits discrimination against any person possessing sickle cell trait or hemoglobin C trait), N.C.G.S. § 95-28.1A (which prohibits discrimination against persons based on genetic testing or genetic information), N.C.G.S. § 95-28.2 (which prohibits discrimination against persons for lawful use of lawful products during nonworking hours), N.C.G.S. § 130A-148(i) (which prohibits discrimination against any person having AIDS or HIV infection and which further mandates that no test for AIDS virus infection shall be required, performed, or used to determine suitability for continued employment), N.C.G.S. § 9-32 (which prohibits the discharge or demotion of any employee because the employee has been called for jury duty, or is serving as a grand juror or petit juror), and N.C.G.S. §§ 127A201 to 127A-203 (which provides members of the North Carolina National Guard or the National Guard of another state with certain reemployment rights outlined therein and which further prohibits discrimination and acts of reprisal against persons who serve in the National Guard); (H) any federal, state or local wage and hour law; (I) any other local, state or federal law, regulation or ordinance; or (J) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Employee may have under any employment contract, incentive compensation plan or equity-based plan with any Company Party or to any ownership interest in any Company Party (including the Employment Agreement); and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the (“Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES

MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

 

 

(i) any claim that arises after the date that Employee signs this Agreement; (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA; and (iii) any claim for breach of, or otherwise arising out of, this Agreement. Further notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions. Further, nothing in this Agreement prohibits or restricts Employee from (A) filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other governmental agency, entity or authority (each, a “Government Agency”), (B) reporting violations of U.S. federal or state laws or regulations to a Government Agency, (C) making disclosures that are protected under U.S. federal and state whistleblower laws and regulations or (D) accepting any monetary reward in connection therewith. Nothing herein shall prevent Employee from discussing or disclosing information regarding unlawful acts in the workplace, such as harassment, discrimination or any other conduct that Employee has reason to believe is unlawful.

 

 

 

 

action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Employee’s employment with the Company, provided, that the Company shall pay all reasonable expenses incurred by Employee in providing such cooperation.

 

 

(a)          Employee has been given at least 45 days to review and consider this Agreement. If

Employee signs this Agreement before the expiration of 45 days after Employee’s receipt of this Agreement, Employee has knowingly and voluntarily waived any longer consideration period than the one provided to Employee and such earlier signature was not induced by the Company through fraud, misrepresentation or a threat to withdraw or alter this Agreement prior to the expiration of such 45-day period. No changes (whether material or immaterial) to this Agreement shall restart the running of this 45 day period.

 

(b)         Employee is receiving, pursuant to this Agreement, consideration in addition to anything of value to which Employee is already entitled;

 

(c)          Employee has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Employee’s choice and that Employee has had an adequate opportunity to do so prior to executing this Agreement;

 

(d)        Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated herein; Employee is signing this Agreement knowingly, voluntarily and of Employee’s own free will with the full intent of releasing the Company Parties of all claims; Employee acknowledges and agrees that Employee has carefully read this

Agreement; and that Employee understands and agrees to each of the terms of this Agreement;

 

(e)         The only matters relied upon by Employee in causing Employee to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement;

 

(f)           No Company Party has provided any tax or legal advice regarding this Agreement, and

Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof; and

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth beneath their names below, effective for all purposes as provided above.

 

	EMPLOYEE
	/s/ Austin D. Devaney
	Austin D. Devaney
	Date: 4/1/2024

	PIEDMONT LITHIUM INC.
	By:	Keith D. Phillips

	Name:	Keith D. Phillips
	Title:	Chief Executive Officer
	Date:	4/2/2024

 

Piedmont Lithium Carolinas, Inc.

42 E Catawba Street Belmont, NC 28012

 

2023 Bonus Letter

 

Employee Name: Austin D. Devaney

 

Title: Chief Commercial Officer

 

Manager: Keith Phillips

 

The Piedmont Board of Directors has determined that the Officers achieved 82% of its short-term objectives in 2023.  Therefore, bonuses are being awarded for 2023 performance at 128% of the Bonus Target.

 

 

2023 bonus amounts are based on a combination of individual and company performance.  In recognition of your performance in 2023, we are happy to reward you with a bonus in the amount of $320,000.00, which represents 128% of your target amount.  This bonus will be paid out based on the table included below.

Thank you for your hard work in 2023 and for contributing to Piedmont’s success.  We look forward to another productive and exciting year in 2024!

 

Employee Signature:	/s/ Austin D. Devaney		Date:	1/29/2024
Manager Signature:	/s/ Keith D. Phillips		Date:	2/1/2024

---

Exhibit 10.2

A.

Consultant agrees to keep the Confidential Information confidential and not to disclose any part of the Confidential Information to any person or entity.

B.

Immediately upon termination of this Agreement and/or upon the completion of Consultant’s services hereunder, Consultant agrees to return or destroy any and all Confidential Information in the possession of Consultant, in whatever format it may be maintained, whether provided to, or developed by, Consultant, and to provide a certificate of destruction if required by Company.

C.

Consultant agrees that, in the event of any actual or threatened breach of this Agreement by Consultant the remedy at law may be inadequate, and therefore, without limiting any other remedy available at law or in equity, an injunction, restraining order, specific performance, and other forms of equitable relief or money damages or any combination thereof shall be available to Company. Consultant shall waive any requirements for the securing or posting of any bond in connection with such remedy.

COMPANY: PIEDMONT LITHIUM INC.
By:	/s/ Keith D. Phillips
Name:	Keith D. Phillips
Title:	Chief Executive Officer
Date:	4/2/2024
CONSULTANT: LI7CHARGED LLC
By:	/s/ Austin Devaney
Name:	Austin Devaney
Title:	Founder
Date:	4/1/2024