SDOT 8-K
Sadot Group Inc. (SDOT)
8-K
2025-02-13
For: 2025-02-09
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2025
Commission File Number 001-39223
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(Issuer’s telephone number)
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 (see General Instructions A.2. below):
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:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
On February 10, 2025, Sadot Group Inc. (the “Company”) appointed Catia Jorge as the Chief Executive Officer, effective February 10, 2025. Ms. Jorge succeeds Michael Roper, whose role will transition to Chief Governance and Compliance Officer effective February 10, 2025.
A highly regarded industry veteran, Ms. Jorge brings nearly 30 years of experience in agricultural markets, commodity trading and operational leadership. Since 2016, Ms. Jorge served in various roles in Olam Agri where she most recently served since January 2022 as Brazil Country Head and Vice President/Grains Business Head Latin America for Olam Agri, where she managed a $1.0 billion annual revenue portfolio. Prior to Olam, she held leadership roles at Cargill Agricola South America exporting over seven million metric tons of grain exports annually as well as leadership positions at J. Macedo. Ms. Jorge holds a Masters Degree in Agri-Business from Kansas State University and an MBA in Global Trade from the University of Dallas.
Other than as disclosed herein, there are no arrangements or understandings between Ms. Jorge and any other person pursuant to which Ms. Jorge was selected as an officer of the Company and Ms. Jorge has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Jorge does not have any family relationship with any director or executive officer of the Company.
On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms. Jorge effective February 10, 2025. During the term of the Employment Agreement, Ms. Jorge will serve as Chief Executive Officer for both the Company and Sadot Brasil and will be entitled to a base salary at the annualized rate of $260,000. In addition, Ms. Jorge will be entitled to a one time bonus of $500,000 of which half will be payable upon the 90 day anniversary of her engagement and the balance to be paid on the 180 day anniversary (the “Bonus”). Ms. Jorge will also receive a one time grant of $100,000 in restricted stock grants. Further, the Company will make a contribution of up to $16,000 per annum contribution to a private pension plan. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the Form 10K Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. If Ms. Jorge is terminated by the Company for any reason other than cause Ms. Jorge will be entitled to a severance package of 18 months of salary. Ms. Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S. Dollars for the purpose of this disclosure. Please note that the conversion rate used for disclosure purposes is is 6 Reais to every 1 U. S. Dollar as of February 10, 2025. Actual payments to Ms. Jorge will be made in Brazilian Real, and the amounts received may vary based on fluctuations in the exchange rate at the time of payment. This disclosure is intended to provide transparency regarding the compensation agreed upon in the Brazilian Real currency, which is the operational currency for Mr. Jorge’s compensation unless noted otherwise.
As part of the above executive restructuring, Mr. Roper and Jennifer Black, Chief Financial Officer of the Company, entered into new Executive Employment Agreements both dated February 9, 2025, effective February 10, 2025, which replaced their prior employment agreements.
Pursuant to the Executive Employment Agreement entered with Mr. Roper (the “Roper Agreement”), Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $400,000 consisting of an annual base salary of $250,000 and an annual restricted stock grant of $150,000 vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025, to be equal to 75% of the base salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated.
Pursuant to the Executive Employment Agreement entered with Ms. Black (the “Black Agreement”), Ms. Black will continue to serve as Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $400,000 consisting of an annual base salary of $325,000 and an annual restricted stock grant of $75,000 vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Ms. Black will be eligible for a discretionary
performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the base salary. If Ms. Black is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Ms. Black is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Black will be entitled to a severance payment equal 12 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreements attached to this Form 8-K Current Report as Exhibits 10.1, 10.2 and 10.3.
Item 9.01 Financial Statements and Exhibits
(d)Index of Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SADOT GROUP INC. | ||||||||
| By: | /s/ Jennifer Black | |||||||
| Name: | Jennifer Black | |||||||
| Title: | Chief Financial Officer | |||||||
| Date: February 13, 2025 | ||||||||
Página 1 de 19 EMPLOYMENT AGREEMENT This Employment Agreement is entered among the following parties: 1) SADOT BRASIL LTDA, a limited liability company incorporated under the laws of Brazil (“Sadot Brasil”), with headquarters in the City of Curitiba, State of Parana, at Rua Amintas de Barros 922 – Alto da XV, enrolled in the CNPJ/MF under no 53.295.690/0001-10, represented by its undersigned legal representatives, referred to as the “EMPLOYER” and SADOT Group Inc., a Nevada corporation (“Sadot Group”), with headquarters in the City of Burleson, State of Texas, represented by its undersigned legal representatives, enterprise which integrates the same economic group of the EMPLOYER e; 2) CÁTIA LUCIANE JORGE, Brazilian citizen, marital status, profession, holder of the id no.18.004.002-9 and enrolled with CPF/MF under no. 112.308.078-02, resident and domiciled at av escola politécnica, 942 apt 72C1 Rio Pequen0, city of Sao Paulo , state of Sao Paulo, zip code:05350-000 , hereinafter referred to as the “EMPLOYEE”; CONTRATO DE TRABALHO Este Contrato de Trabalho é celebrado pelas seguintes partes: 1) SADOT BRASIL LTDA, sociedade limitada devidamente constituída de acordo com as leis do Brasil, com sede na cidade de Curitiba, Estado do Parana, na rua Rua Amintas de Barros 922 – Alto da XV, inscrita no CNPJ/MF sob o no. 53.295.690/0001-10, representada por seus representantes legais, doravante denominada "EMPREGADOR e SADOT Group In, uma empresa de Nevada, com sede na cidade de Burleson, Estado do Texas, EUA, doravante representada pelo seus representantes legais, empresa integrante do mesmo grupo econômico do EMPREGADOR " e; 2) CÁTIA LUCIANE JORGE, brasileira, estado civil, profissão, portadora da Carteira de Identidade nº 18.004.002- 9.... e inscrita no CPF/MF sob o nº 112.308.078-02...................., residente e domiciliada na av escola politécnica, 942 apt 72C1 Rio Pequeno........................, cidade de São PAULO, Estadode São Paulo, cep: 05350-000........., doravante denominada "EMPREGADA";
Página 2 de 19 The Parties agree to enter into this Employment Agreement, which shall be governed by the Consolidated Labor Laws (CLT) and the following clauses and conditions: 1. JOB POSITION AND FUNCTIONS 1.1. The purpose of this AGREEMENT shall be the holding, by the EMPLOYEE, of the position of Chief Executive Officer (CEO) of Sadot Brasil and Chief Executive Officer (CEO) of Sadot Group, as described in the offer letter which is part of this AGREEMENT as Exhibit I. 1.2. The EMPLOYEE must carry out all the activities inherent to the position of “Chief Executive Officer” for which she was hired, which are: i) oversees all aspects of Sadot Group Inc`s operation on a global scale, including setting the strategic vision; ii) manage the international operations; iii) represent the company publicly; and iv) ensure profitability across the company's regions and operating offices while aligning with the company's overall goals and values. As Partes concordam em celebrar este Contrato de trabalho, que deverá ser regido pela Consolidação das leis do Trabalho (CLT) e pelas seguintes cláusulas e condições: 1. CARGO E FUNÇÕES 1.1. O objetivo deste CONTRATO é o exercício, por parte da EMPREGADA, da função de Diretora Presidente (CEO) da Sadot Brasil e da Sadot Grupo, conforme descrita na carta oferta, que integra o presente CONTRATO como Anexo I. 1.2. A EMPREGADA deverá desempenhar todas as suas atividades inerentes ao cargo de “CEO” para as quais foi contratada, quais sejam: i) supervisionar todos os aspectos da operação do Sadot Group Inc. numa escala global, incluindo a definição da visão estratégica; ii) gerenciar as operações internacionais; iii) representar publicamente a empresa e; iv) assegurar a rentabilidade em todas as regiões e gabinetes operacionais da
Página 3 de 19 1.3. The EMPLOYEE agrees and undertakes to carry out all the activities related to the position, as well as any others that may be determined by the EMPLOYER during the employment relationship, provided that these responsibilities are compatible with her attributions. 1.4. Until notified otherwise by the EMPLOYER, EMPLOYEE shall exercise a position of special trust and will report only to the Board of Directors of Sadot Group Inc., a U.S. publicly traded corporation located at 295 E. Renfro Street Suite 209 Burleson, Texas 76028 USA, which integrates the same economic group of the EMPLOYER; 2 TERM OF THE CONTRACT This contract is entered into on a trial basis, for a fixed term of 90 (ninety) days. Sole paragraph If the above-mentioned period expires without a written manifestation from either party by the last day of its validity, it shall then be in force for an indefinite period, empresa, em conformidade com os objetivos e valores globais da empresa. 1.3. A EMPREGADA pactua e se obriga a executar todas as atividades relacionadas ao cargo, além de outras que vierem a ser determinadas pelo EMPREGADOR no curso da relação de emprego, desde que tais responsabilidades sejam compatíveis com as suas atribuições. 1.4. Até notificação em contrário do EMPREGADOR, a EMPREGADA ocupará um cargo de confiança especial e reportará somente para o Conselho de Administração do Grupo Sadot, empresa americana localizada na Rua E. Renfro, 295, sala 209, Burleson, Texas, cep: 76028, EUA. empresa integrante do mesmo grupo econômico do EMPREGADOR; 2. DA VIGÊNCIA DO CONTRATO O presente contrato é celebrado a título de experiência, pelo prazo determinado de 90 (noventa) dias. Parágrafo único Expirado o prazo acima indicado, sem manifestação de qualquer das partes, por
Página 4 de 19 and the clauses set forth herein shall remain in force. 3. WORKPLACE 3.1. The EMPLOYEE's place of work will be at the EMPLOYER's offices in Brazil located at Rua Amintas de Barros 992, Roma, Curitiba, Paraná 80045-155. The EMPLOYEE is also exceptionally permitted to work from home in case of need. 3.2. Considering the nature of the EMPLOYER's business activities and the fact that the EMPLOYEE holds a position of trust, it is hereby established that the EMPLOYEE may be transferred, permanently or temporarily, with a written mutual consent of the EMPLOYEE and EMPLOYER, to any workplace, according to the EMPLOYER's criteria and interests, under the terms of article 469 of the CLT. First Paragraph Without prejudice to the provisions of the previous paragraph, the EMPLOYEE undertakes to travel to any location, in Brazil or abroad, to meet the EMPLOYER's needs. escrito, até o último dia de vigência, passará, então, a vigorar por prazo indeterminado, mantendo-se as cláusulas ora ajustadas. 3. LOCAL DE TRABALHO 3.1. O local de trabalho da EMPREGADA será na sede do EMPREGADOR localizado no seguinte endereço Rua Amintas de Barros, 992, Roma, Curitiba, Paraná, cep: 80045-155. A EMPREGADA poderá excepcionalmente trabalhar em regime de homeoffice caso haja necessidade. 3.2. Considerando a natureza das atividades empresariais do EMPREGADOR e o fato de a EMPREGADA exercer cargo de confiança, fica estabelecido que a EMPREGADA poderá ser transferida, definitiva ou temporariamente, com o acordo mutuo e formal da EMPREGADORA e EMPREGADOR, para qualquer local de trabalho, de acordo com os critérios e interesses do EMPREGADOR, nos termos do artigo 469 da CLT Parágrafo Primeiro Sem prejuízo do previsto no parágrafo anterior, a EMPREGADA compromete- se a realizar viagens para quaisquer
Página 5 de 19 4. WORKING SCHEDULE 4.1. The EMPLOYEE will occupy a position of trust and therefore will not be subject to control of working schedule and will not be entitled to any overtime pay, under the terms of article 62, I, of the CLT. 5. COMPENSATION 5.1 In consideration for the services referred to herein, the EMPLOYEE shall receive a monthly gross salary of R$ 120.000,00 (one hundred twenty thousand reais) which will be paid until the 5th day of the month following the provision of services, in accordance with Brazilian Labor legislation. 5.3 The EMPLOYEE shall receive his 13th salary in two equal installments, the first one until November and the second one in December of each year. 5.4 The EMPLOYEE shall be entitled to a thirty-day (30) paid vacation, pursuant to Brazilian law. EMPLOYEE shall also be entitled to a 1/3 vacation bonus calculated on the compensation to be paid for her localidades, no Brasil ou no exterior, para atender às necessidades do EMPREGADOR. 4. HORÁRIO DE TRABALHO 4.1. A EMPREGADA irá ocupar um cargo de confiança, portanto, não estará sujeita à controle de frequência e não fará jus a qualquer pagamento de horas extras, nos termos do art. 62, I, da CLT. 5. REMUNERAÇÃO 5.1. Em contraprestação aos serviços aqui referidos, a EMPREGADA receberá um salário bruto mensal de R$ 120.000,00 (cento e vinte mil reais) que deverá ser pago até o quinto dia útil do mês seguinte à prestação dos serviços, em conformidade com a legislação trabalhista. 5.3. A EMPREGADA deverá receber seu 13º salário em duas parcelas iguais, a primeira até novembro e a segunda até dezembro de cada ano. 5.4. A EMPREGADA terá o direito a férias remuneradas de 30 (trinta) dias, de acordo com a legislação brasileira. A
Página 6 de 19 vacations. The vacation may be requested, when the EMPLOYEE completes twelve (12) months of work. 5.5 The EMPLOYEE shall be entitled to the Unemployment Guarantee Fund (FGTS) system, due according to the law. 5.5 Any and all taxes and social contributions shall be paid pursuant to Brazilian applicable law. 6. ADDITIONAL BENEFITS 6.1 The EMPLOYEE shall also be entitled to the following benefits: i) Health insurance - an executive legal plan (e.g: S6500 plan or equivalent); i) Car allowance – a leased car such as Tiguan, Ravi 4 or similar or an allowance of R$360.000 (three hundred and sixty thousand reais) for a ccar purchase plus axes and insurance; EMPREGADA também terá o direito ao adicional de 1/3 sobre as férias calculado sobre a remuneração a ser paga por suas férias. As férias poderão ser solicitadas quando a EMPREGADA completar 12 (doze) meses de trabalho. 5.5. A EMPREGADA terá direito ao sistema do Fundo de Garantia do Tempo de Serviço (FGTS) de acordo com a lei. 5.5. Todos e quaisquer tributos e contribuições sociais devem ser pagos de acordo com a legislação brasileira aplicável. 6. BENEFÍCIOS ADICIONAIS 6.1. A EMPREGADA também terá direito aos seguintes benefícios: i) Seguro saúde - um plano jurídico executivo (por exemplo, plano S6500 ou equivalente); ii) Auxílio-automóvel - um carro alugado como Tiguan, Ravi 4 ou similar ou um subsídio de R$360,000 (trezentos e sessenta mil reais), que serão convertidos em reais, para a compra de um carro mais impostos e seguro; iii) Despesas com auxílio-automóvel: - o
Página 7 de 19 iii) Car allowance expenses – the amount of R$45.000,00 (forty five thousand reais) annually for fuel & food car; iv) Group Travel Insurance – it will be provided an executive level travel insurance either on an annual basis or trip by trip basis when traveling by business purposes; v) Pension plan: up to R$96.000,00 (ninety six thousand reais) per annum contribution to a private pension plan and; vi) Severance rights: right equals to 18- months of salary paid in the event of termination by the company for any reason, except by good cause. 7. SIGNING BONUS AND GRANT BONUS 7.1. The EMPLOYEE will be entitled to a one-time signing bonus of $500,000 (five hundred thousand dollars) upon signing of this contract, subject to applicable taxes and withholdings. valor de R$45.000,00 (quanreta e cinco mil reais) anuais,, iv) Seguro de viagem do grupo - será fornecido um seguro de viagem de nível executivo, numa base anual ou viagem a viagem, quando viajar por motivos profissionais; v) Plano de previdência privada: até R$96.000,00 (noventa e seis mil reais) por ano de contribuição para um plano de previdência privada v) Indenização na dispensa: direito equivalente a 18 meses de salário pago em caso de rescisão pela empresa por qualquer motivo, exceto por justa causa. 7. BÔNUS DE ADMISSÃO E BÔNUS EM AÇÕES 7.1. A EMPREGADA terá direito a um bônus de admissão pago em ato único no valor de $500.000 (quinhentos mil dólares quando da assinatura do presente contrato, sujeito a impostos e retenções na fonte aplicáveis. 7.2. O bônus de admissão será 50% pago após 90 (noventa) dias do início do contrato de trabalho, e o saldo pago aos
Página 8 de 19 7.2. The signing bonus will be 50% paid after 90 (ninety) days of initial of the employment agreement, and the balance paid at 180 (one hundred and eighty) days. 7.3. If the EMPLOYEE voluntarily resigns or be terminated by good cause prior to 12 months of service with the company, you will be obligated to repay the singing bonus, less any applicable income taxes. The payback obligation will be reduced 1/12thfor each completed month of service. 7.4. The EMPLOYEE will be also eligible for a one-time payment of US$100,000 (one hundred thousand dollars) in restricted stock awards (RSAs) in accordance with the SADOT GROUP INC’s current program (“grant bonus”). 7.5. The grant bonus shall vest quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the form 10k Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. 180 (cento e oitenta) dias. 7.3 Se a EMPREGADA pedir demissão ou for despedido por justa causa antes de completar 12 meses de serviço na empresa, será obrigado a reembolsar o bônus de admissão, deduzido qualquer imposto aplicavel. A obrigação de reembolso será reduzida em 1/12 por cada mês de serviço completado. 7.4 A EMPREGADA também será elegível para um pagamento único de US$100.000 (cem mil dólares) em premios de acoes restritas (RSAs) de acordo com o programa atual da SADOT GROUP INC (“bônus em ações”). 7.5. O bônus em ações será adquirido trimestralmente ao longo de um ano, em prestações trimestrais iguais, com início a 1 de janeiro de 2025, que serão cotadas e emitidas no terceiro dia de negociação imediatamente a seguir ao preenchimento do formulário 10k do Relatório Anual para esse ano aplicável. O preço por ação será o preço de fecho imediatamente anterior à data de cada concessão. 8. EMPREGADA HIPERSUFICIENTE 8.1. Considerando que a EMPREGADA
Página 9 de 19 8. HYPERSUFFICIENT EMPLOYEE 8.1. Considering that the employee is considered hypersufficient, as she has a higher education degree and earns more than twice the Social Security ceiling, the sole paragraph of article 444 of the CLT applies to her. 8.2 The EMPLOYEE hereby declares that she has accepted the terms negotiated in this employment contract and that, as a hypersufficient employee, she is fully aware of the rights negotiated herein and is not at any time coerced into accepting any of the conditions agreed herein. 9. TERMINATION 9.1 This Agreement may be terminated by either party, with or without cause, without prejudice to the provisions stipulated herein, provided that each party notifies the other in advance of 30 (thirty) days. 9.2. For the purposes of this Agreement, termination with cause shall mean not only the cases set forth in articles 482 and 483 of the CLT (Consolidação das Leis do é considerada hipersuficiente, uma vez que possui diploma de nível superior e ganha mais que duas vezes o teto da Previdência Social, se aplica a mesma o parágrafo único do artigo 444 da CLT. 8.2. A EMPREGADA declara neste ato que aceitou os termos negociados neste contrato de trabalho e que na qualidade de empregada hipersuficiente tem plena ciência dos direitos aqui negociados, não sendo em nenhum momento coagida a aceitar nenhuma das condições aqui pactuadas. 9. RESCISÃO 9.1. Este Contrato poderá ser rescindido por quaisquer das partes, com ou sem causa, sem prejuízo das provisões estipuladas neste contrato, desde que cada uma das partes notifique a outra com antecedência mínima de 30 (trinta) dias. 9.2. Para os fins deste Contrato, rescisão por justa causa deverá significar não apenas os casos estabelecidos nos artigos 482 e 483 da CLT (Consolidação das Leis do Trabalho), mas também a violação de quaisquer condições dispostas neste contrato.
Página 10 de 19 Trabalho) as well as breach of any conditions disposed herein. 10. CONFIDENTIALITY 10.1 The EMPLOYEE hereby agrees to refrain, at all times, from using, disclosing, revealing, providing or otherwise making available, either directly or indirectly, to third parties, any privileged or confidential information, including, among others, projects, action plans, prices, client lists, market practices, work materials, products, correspondences, memorandums, notes and other pieces of information (jointly referred to as "Confidential Information") of the EMPLOYER and of other companies of the group, that may have been made available to the EMPLOYEE or which may have been received by her. 10.2 The EMPLOYEE further agrees to comply with the internal policies of the group of the EMPLOYER’s controlling shareholders or their affiliates on privacy, in accordance with the Brazilian Privacy Act (LGPD). 10.3 The EMPLOYEE agrees to refrain from copying or removing from the 10. CONFIDENCIALIDADE 10.1. A EMPREGADA neste ato concorda em se abster, a todo tempo, de utilizar, transmitir ou revelar ou de qualquer forma tornar disponível, seja direta ou indiretamente, qualquer informação confidencial, incluindo, entre outros, projetos, planos de ação, prática de mercado, material de trabalho, produtos, correspondências, memorandos, anotações e outras formas de informação (em conjunto denominadas "Informações Confidenciais") do EMPREGADOR e de outras sociedades do grupo econômico, que tenha se tornado disponível para o EMPREGADOR ou que tenha sido recebido por ela. 10.2. A EMPREGADA também concorda em cumprir com as políticas internas dos quotistas controladores do EMPREGADOR ou de suas afiliadas em privacidade, em conformidade com a LGPD. 10.3. A EMPREGADA concorda em se abster de copiar qualquer Informação Confidencial ou cópia, seja de forma tangível ou intangível, exceto em caso de prévia autorização por escrito das sócias controladoras do EMPREGADOR. Em
Página 11 de 19 EMPLOYER premises any Confidential Information or any copy thereof, in tangible or intangible form, unless upon the prior written authorization from the EMPLOYER´s controlling entities. In case of termination of the Employment Agreement for any reason, the EMPLOYEE shall forthwith return to the EMPLOYER all originals and copies of materials containing any information related to the EMPLOYER businesses. 10.4 In addition to and without limitation of any other confidentiality obligations under law and this Agreement, the EMPLOYEE expressly agrees, for a period of five (5) years after the termination for any reason of this Agreement, to maintain the confidentiality of, and not to disclose to any person, or use any information relating to the business, financial results, clients or affairs of the EMPLOYER, its affiliated companies or companies of the same economic group, including any or all procedures or techniques related to investment strategies of the EMPLOYER , essential ideas and principles underlying such procedures or techniques conceived, originated, discovered, developed, acquired, evaluated, tested, or utilized by the EMPLOYER, databases, trade secrets, sales and marketing caso de término do Contrato de Trabalho por qualquer motivo, a EMPREGADA deverá devolver ao EMPREGADOR todos os originais e cópias dos materiais contendo qualquer informação relacionada aos negócios do EMPREGADOR. 10.4. Adicionalmente e sem limitação a quaisquer obrigações de confidencialidade sob a lei ou este Contrato, a EMPREGADA expressamente concorda em, por um período de 5 (cinco) anos após a rescisão por qualquer motivo deste Contrato, em manter a confidencialidade de, não divulgar a qualquer pessoa, ou usar qualquer informação relacionada aos negócios ou questões do EMPREGADOR, suas afiliadas ou sociedades do mesmo grupo econômico, incluindo todos e quaisquer procedimentos ou técnicas relacionados a estratégias de investimento da EMPRESA, ideias essenciais e princípios subjacentes a tais procedimentos ou técnicas concebidos, originados, descobertos, desenvolvidos, adquiridos, avaliados, testados ou utilizados pela EMPREGADORA, bases de dados, segredos comerciais, informações de venda e marketing, materiais e memorandos de operações e
Página 12 de 19 information, operations material and memoranda, client and investor lists and information, pricing information and financial information concerning or relating to the business, employees, and affairs of the EMPLOYER and potential target companies’ contacts. 10.5 The EMPLOYEE agrees that the failure to comply with any obligation established herein may cause serious losses and damages to the EMPLOYER, as well as to its controlling entities, affiliated companies, associated companies or subsidiary companies, or any other company of the same economic group, in Brazil or abroad. In the event of noncompliance with any of the obligations established herein, the EMPLOYEE shall be subject to the penalties determined by the Brazilian law, in the criminal and civil spheres, without prejudice to the payment of compensation for any losses and damages suffered by the COMPANY or any of its controlling entities, affiliated companies, associated companies or subsidiary companies, or any other company of the same economic group, in Brazil or abroad. 10.6. Within twenty-four (24) hours of termination of this Agreement, or at any earlier time upon the written request of the informações de clientes e investidores, informação de preços e informações financeiras relacionadas aos negócios e questões do EMPREGADOR e potenciais contatos de sociedades alvo. 10.5. A EMPREGADA concorda que a falha em cumprir com qualquer obrigação aqui estabelecida pode causar perdas e danos graves ao EMPREGADOR, bem como a suas controladoras, afiliadas, associadas ou subsidiárias, ou qualquer outra sociedade do mesmo grupo econômico, no Brasil ou no exterior. No caso de não- cumprimento com quaisquer das obrigações aqui estabelecidas, a EMPREGADA estará sujeito às penalidades determinadas pela legislação brasileira, nas esferas civil e criminal, sem prejuízo do pagamento de compensação por quaisquer perdas e danos sofridos pelo EMPREGADOR ou suas controladoras, afiliadas, associadas ou subsidiárias, ou qualquer outra sociedade do mesmo grupo econômico, no Brasil ou no exterior. 10.6. Dentro de 24 (vinte e quatro) horas do término deste Contrato, ou a qualquer momento através de pedido por escrito do EMPREGADOR, a EMPREGADA não manterá em sua posse ou entregará
Página 13 de 19 EMPLOYER, the EMPLOYEE will deliver to the EMPLOYER, and will not keep in his possession or deliver to anyone else: any and all documents and materials of any nature pertaining to his work, including, without limitation, all Confidential Information and copies thereof, regardless of form, and 10.7 It is agreed that the EMPLOYEE does not have any privacy related to the use of the EMPLOYER’s communications or any electronic systems, including the Internet, emails and mobile phones, which may be monitored, by sampling, by EMPLOYER from time to time. 11. ANTI-CORRUPTION 11.1 The EMPLOYEE shall fully comply with all legal provisions applicable with respect to ethical conduct and fight against corruption, including, but not limited to, laws and regulations of the Federative Republic of Brazil, especially Law No. 12.846/2013 and the American legislation regarding the Foreign Corrupt Practice Act (“FCPA”), under the penalty of being punished for gross negligence, under the laws in effect. a qualquer outra pessoa: todos e quaisquer documentos e materiais de qualquer natureza relacionados a seu trabalho, incluindo, sem limitação, todas as Informações Confidenciais e cópias, independente da forma. 10.7. Fica acordado que a EMPREGADA não possui qualquer privacidade relacionada ao uso das comunicações ou qualquer sistema eletrônico do EMPREGADOR, incluindo e-mails e plataformas digitais acessadas para a execução do teletrabalho, os quais poderão ser monitorados, por amostragem, de tempos em tempos pelo EMPREGADOR. 11. ANTI-CORRUPÇÃO 11.1 A EMPREGADA deverá cumprir integralmente as previsões legais com respeito relativas à conduta ética e combate à corrupção, incluindo, mas não limitado a leis e regulamentos da República Federativa do Brasil, especialmente a Lei 12.846/2013 e a legislação americana relacionada à FCPA (Foreign Corrupt Practice Act), sob pena de responder por negligência grave, nos termos das leis em vigor. 12. PROTEÇÃO DE DADOS
Página 14 de 19 12. PROTECTION OF PERSONAL DATA 12.1 The Parties undertake to comply fully with the provisions of this Clause and the privacy and personal data protection legislation applicable in Brazil, including but not limited to Law No. 13.709/18 (General Personal Data Protection Law - “LGPD”). 12.1.1 For the purposes of this Clause, “Personal Data” means any information relating to an identified or identifiable natural person that is collected as a result of the Parties' obligations under this Agreement, as well as information relating to a natural person that is shared with or made available to the other Party under this Agreement. 12.2. The EMPLOYEE, in its functions, will have access to Personal Data for the purposes described in this Agreement, so she agrees and warrants that it will process Personal Data within the limits and for the purposes permitted by this Agreement, and will notify Contractor immediately, within a maximum of PESSOAIS 12.1. As Partes se comprometem a cumprir integralmente as disposições da presente cláusula e da legislação de privacidade e de proteção de dados pessoais aplicável no Brasil, incluindo, mas não se limitando à Lei nº 13.709/18 (Lei Geral de Proteção de Dados Pessoais – “LGPD”). 12.1.1. Para fins da presente Cláusula, “Dado Pessoal” significa qualquer informação relacionada a pessoa natural identificada ou identificável que seja coletada em decorrência das obrigações das Partes no contexto deste Contrato, bem como informações relacionadas a uma pessoa natural que sejam compartilhadas com ou disponibilizadas à outra Parte nos termos deste Contrato. 12.2. A EMPREGADA, em suas funções, terá acesso a Dados Pessoais para as finalidades descritas neste Contrato, de forma que ela concorda e garante que realizará o tratamento os Dados Pessoais nos limites e para as finalidades permitidas por este Contrato, e notificará a Contratante, imediatamente, no prazo máximo de 72 (setenta e duas) horas, por escrito, sobre
Página 15 de 19 seventy-two (72) hours, in writing, of any security incident related to Personal Data. 12.3 The duty of confidentiality of Personal Data received from the other Party provided for herein shall survive the termination of this Agreement. 13. GENERAL PROVISIONS 13.1 All notices and communications provided for in this Agreement shall be made in writing and delivered (i) by hand against receipt, (ii) through registered mail, (iii) via e-mail, and/or (iv) through a courier service, to the addresses and representatives indicated below: If to the EMPLOYER: Human Resources 295 E. Renfro, Suite 208 Burleson, TX 76028 If to the EMPLOYEE: CÁTIA LUCIANE JORGE av escola politécnica, 942 apt 72C1 Rio Pequen0, city of Sao Paulo , state of Sao Paulo, zip code:05350-000 13.1.1 Any Party may change its address and/or person responsible for receiving qualquer incidente de segurança relacionado aos Dados Pessoais. 12.3. O dever de confidencialidade dos Dados Pessoais recebidos da outra Parte aqui previsto deverá sobreviver ao término deste Contrato. 13. DISPOSIÇÕES GERAIS 13.1. Qualquer notificação realizada nos termos deste Contrato será feita por escrito e será considerada efetiva quando (i) recebida em mãos; (ii) enviada por carta registrada; (iii) via email e/ou (iv) enviada por serviços de entrega, aos endereços e representantes indicados abaixo: Se para o EMPREGADOR: Human Resources 295 E. Renfro, Suite 208 Burleson, TX 76028 Se para a EMPREGADA: CÁTIA LUCIANE JORGE av escola politécnica, 942 apt 72C1 Rio Pequen0, city of Sao Paulo , state of Sao Paulo, zip code:05350-000 13.1.1. Qualquer Parte pode alterar seu endereço e/ou pessoa responsável por receber as notificações e comunicações,
Página 16 de 19 notices and communications, as long as it notifies the other Parties according to this clause. 13.2 No failure by any Party in exercising its contractual rights shall represent a novation or a future waiver in relation to any Section of this Agreement. As a result, the Agreement will remain unchanged and nothing shall prevent the exercise of the relevant contractual right in future occasions. 13.3 Any provisions of this Agreement may only be changed through a written document executed by the Parties. 13.4 If any provision of this Agreement is held null, invalid, illegal or unenforceable, the other provisions of this Agreement will not be affected and will remain in full force and effect. Notwithstanding the foregoing, the Parties shall negotiate in good faith to replace the provision held null, invalid, illegal or unenforceable with another that reflects, to the closest possible extent, the original content intended by the Parties. 13.5 This Agreement shall be governed by and construed under the laws of the Federative Republic of Brazil. desde que notifique a outra Parte, de acordo com esta cláusula. 13.2. A falha da Parte em exercer os seus direitos contratuais não representará novação ou futura renúncia a qualquer cláusula deste Contrato. Desta forma, o Contrato permanecerá inalterado e nada deverá impedir o exercício de direitos contratuais em ocasiões futuras. 13.3. Quaisquer provisões deste Contrato somente podem ser alteradas por meio de documento escrito e assinado entre as Partes. 13.4. No caso de qualquer cláusula deste Contrato ser declarada nula ou sem efeito, não serão afetadas as demais disposições, que deverão permanecer em pleno vigor e efeito. Não obstante, as Partes deverão negociar de boa-fé para substituir a cláusula declara nula, inválida, ilegal ou não aplicável por outra cláusula que reflita, o mais fielmente possível, o contexto original pretendido pelas Partes. 13.5. Este Contrato será regido e interpretado de acordo com as leis da República Federativa do Brasil.
Página 17 de 19 13.6. The Parties agree that the Portuguese version of this agreement shall control over the English version. 13.7 intentionall left blank 13.8. Any dispute arising out of the relationship between the parties (“Dispute”), including their successors in title, shall be finally settled by arbitration, administered by the Chamber of Conciliation, Mediation and Arbitration CIESP/FIESP (“CIESP”), in accordance with its arbitration rules (“Rules”) and Law No. 9.307/96, as amended. The arbitral tribunal shall be composed of three (3) arbitrators, appointed in accordance with the Rules. The seat of arbitration shall be the city of São Paulo, SP. The language of the arbitration shall be Portuguese. The arbitration shall be processed and judged in accordance with Brazilian law. Prior to the constitution of the arbitral tribunal, when it is necessary to grant an emergency measure, the central forum of the district of São Paulo, SP, is elected, with express waiver of any other, or the party may, at its discretion, institute a Provisional Arbitrator procedure before the Chamber. The request for any judicial remedy shall not be considered a waiver of the rights provided for in this Clause or 13.6. As Partes desde já concordam que a versão em português deste contrato prevalecerá sobre a versão em inglês. 13.7 Deixado intencionalmente em branco 13.8. Qualquer controvérsia oriunda do relacionamento entre as partes (“Controvérsia”), inclusive seus sucessores a qualquer título, serão definitivamente resolvidas por arbitragem, administrada pela Câmara de Conciliação, Mediação e Arbitragem CIESP/FIESP (“CIESP”), de acordo com seu regulamento de arbitragem (“Regulamento”) e com a Lei nº 9.307/96, conforme alterada. O tribunal arbitral será composto por 3 (três) árbitros, nomeados de acordo com o Regulamento. A sede da arbitragem será a cidade de São Paulo, SP. O idioma da arbitragem será o português. A arbitragem será processada e julgada de acordo com o direito brasileiro. Antes da constituição do tribunal arbitral, quando for necessária a concessão de medida de urgência, fica eleito o foro central da comarca de São Paulo, SP, com expressa renúncia de qualquer outro, ou poderá a parte, a seu critério, instaurar procedimento de Árbitro Provisório perante a Câmara. O requerimento de
Página 18 de 19 of arbitration as the sole method of resolving the Dispute between the parties. The arbitral tribunal may consolidate simultaneous arbitration proceedings based on this or any other instrument signed by the parties, provided that such proceedings concern the same legal relationship and provided that the consolidation does not result in prejudice to the parties. Jurisdiction to consolidate shall lie with the first arbitral tribunal constituted, and its decision shall be binding on the parties. IN WITNESS WHEREOF, the parties have executed this Agreement in 2 (two) counterparts of equal content, together with two witnesses. qualquer medida judicial não será considerado uma renúncia aos direitos previstos nesta Cláusula ou à arbitragem como o único método de solução de Controvérsia entre as partes. O tribunal arbitral poderá consolidar procedimentos arbitrais simultâneos fundados neste ou em qualquer outro instrumento firmado pelas partes, desde que tais procedimentos digam respeito à mesma relação jurídica e desde que a consolidação não resulte em prejuízos às partes. A competência para consolidação será do primeiro tribunal arbitral constituído, e sua decisão será vinculante à todas as partes. EM TESTEMUNHO DO QUÊ, as Partes assinaram este Contrato em 2 (duas) vias do mesmo teor, em conjunto com duas testemunhas. São Paulo, 10 de fevereiro de 2025. Sadot Brasil LTDA By:_____________________ Name: Title: Sadot Group Inc.
Página 19 de 19 By:_____________________ Name: Kevin Mohan Title: Chairman of the Board of Directors CÁTIA LUCIANE JORGE Witnesses/Testemunhas: 1. ________________________________ Name/Nome: RG: CPF: 2. ________________________________ Name/Nome: RG: CPF:
Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is made and entered into as of February 10, 2025 by and between SADOT GROUP INC., a Nevada corporation (the “Company”), and Michael Roper (the “Executive”).
Recitals:
WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes; and
WHEREAS, the Company and the Executive desire to enter into this Agreement to encourage the Executive to continue to devote the Executive’s full attention and dedication to the success of the Company as the Chief Governance and Compliance Officer reporting directly to the Chief Executive Officer. This agreement provides specified compensation and benefits to the Executive in the event of an Involuntary Termination or certain other terminations pursuant to the terms of this Agreement. This Agreement will replace and supersede any other employment agreements which may have been entered into previously between the Company and the Executive.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1.PURPOSE AND TERM
Subject to the terms of any applicable written employment agreement between Company and the Executive (as to which Executive acknowledges no other such agreement exists as of the date hereof or if such agreement does exist it will be amended and replaced by this Agreement), either the Executive or Company may terminate the Executive’s employment at any time for any reason, with or without notice. The term of this Agreement shall be the period from the date that the Company engages a new Chief Executive Officer until Executive’s employment is terminated for any reason or this Agreement is terminated by mutual agreement of the parties. Below are the details with respect to the Executive’s title and duties:
1.1 Position Title. Effective as of the date that the Company engages a new Chief Executive Officer, Executive will be appointed as the Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer
1.2 Position Duties. Executive shall be responsible for (i) managing the restaurant division, (ii) managing all investor relations, public relations and corporate marketing personnel and matters, (iii) managing all information technology personnel and matters, (iv) managing all corporate compliance issues including, but not limited to insurance, Sarbanes-Oxley and internal audit issues, (v) managing all compliance issues associated with continued compliance with Nasdaq and SEC requirements, and (vi) managing all human resources and benefit personnel and matters.
1.COMPENSATION AND TERMINATION GENERALLY
1.1.Compensation. All compensation is based in US dollars
2.1.1 Base Compensation. The Executive’s Base Compensation will be $400,000 (four hundred thousand dollars) (the “Cash Salary”) consisting of an annual Cash Salary of $250,000 (two hundred and fifty thousand dollars) and an annual compensation equity Grant of $150,000 (one hundred and fifty thousand) consisting of restricted stock awards pursuant to the Company’s Equity Incentive Plan (the “Grant” and collectively with the Cash Salary, the “Base Compensation”).
This Base Compensation shall be subject to periodic review and modification by the Company’s Board of Directors (the “Board”) as may be delegated to the Compensation Committee of the Board (references herein to the Compensation Committee shall include reference to the Board if no such Committee exists at any time) at such time or times as it shall determine.
2.1.2 Grant. The Executive will be provided with the Grant on an annual basis. The Grant shall vest quarterly over one (1) year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. The per share purchase price will be the closing price immediately prior to the date of each Grant.
The Executive may be eligible to additional equity incentive grants and/or awards, subject to Executive’s continued employment and satisfactory job performance, which may be made from time to time, by the Board, on the same terms as other executive employees of the Company. Terms and conditions of all the equity incentive grants, will be in accordance with the terms of the Company’s Equity Incentive Plan in effect at the time of each such grant and all shares of restricted stock awards will be registered on a Form S-8 Registration Statement.
In the event the Company is unable to issue the shares of restricted stock awards and the shares of restricted stock awards are not registered, then the Grant shall be paid in cash on a quarterly basis in equal amounts.
2.1.3 Bonus. For the year ended December 31, 2025, the Executive shall receive an annual target bonus equal to 75% of Executive’s annual Cash Salary and annual Grant based on achievement of performance milestones, calculated and payable in accordance with the corporate milestones approved by the Board for the year ended December 31, 2025. For subsequent fiscal years, the bonus amount and performance targets shall be mutually agreed between Executive and the Compensation Committee of the Board.
2.1.4 Other Compensation. The Company’s Compensation Committee shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the Company (including, without limitation stock options or other forms of equity awards and an annual cash bonus).
2.2 Termination of Employment Generally. In the event the Executive’s employment with the Company terminates for any reason whatsoever, including death and disability, the Executive or their estate shall be entitled to the benefits described in this Section 2.2.
2.2.1 Accrued Salary and Vacation. All salary and accrued vacation earned through the Termination Date shall be paid to Executive or their estate on such date.
2.2.2 Accrued Bonus Payment. The Executive or their estate shall receive a lump sum payment of any actual bonus amount to the extent that all the conditions for payment of such bonus have been satisfied and any such bonus was earned and is unpaid on the Termination Date.
2.2.3 Expense Reimbursement. Within ten (10) days following submission to the Company of proper expense reports by the Executive, the Company shall reimburse the Executive or their estate for all expenses incurred by the Executive, consistent with the Company’s expense reimbursement policy in effect prior to the incurring of each such expense, in connection with the business of the Company prior to the Termination Date.
2.2.4 Equity Compensation. The period during which the Executive may exercise any rights (“Exercise Period”) under any outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any equity incentive plan or agreement (the “Company Plans”) shall be extended so as to expire on the last day of the term applicable to such stock option.
1.INVOLUNTARY TERMINATION
1.1.Severance Payment. In the event of the Executive’s Involuntary Termination, at any time after the date hereof, the Executive shall be entitled to receive an amount equal to eighteen (18) months of the then current Executive’s Base Compensation, less $50,000 (fifty thousand), which shall be paid in full in cash within ten (10) days of the Executive’s Involuntary Termination. For clarification, the amount paid that shall be equal to the Grant shall be paid in cash and not in equity. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in
employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date.
1.2.Equity Compensation Acceleration. Upon the Executive’s Involuntary Termination, at any time after the date hereof, the vesting and exercisability of all then outstanding stock options and in the case of Involuntary Termination by Executive for a Good Reason pursuant to Section 6.7 (f) below, all outstanding shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights, restricted stock units and restricted stock awards) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Involuntary Termination. Any unvested amount of the annual Grant, through the termination date, will be forfeited.
1.3.COBRA. In the event of the Executive’s Involuntary Termination, at any time after the date hereof, if the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee insurance coverage as in effect immediately prior to the Executive’s Involuntary Termination for a period of eighteen (18) months following such Involuntary Termination. The date of the “qualifying event” for the Executive and any dependents shall be the Termination Date.
1.4.Indemnification. In the event of the Executive’s Involuntary Termination, (a) the Company shall continue to indemnify the Executive against all claims related to actions arising prior to the Termination Date to the fullest extent permitted by law, and (b) if the Executive was covered by the Company’s directors’ and officers’ insurance policy or errors and omissions insurance policy, or an equivalent thereto, (the “Insurance Policies”) Insurance Policies immediately prior to the Termination Date, the Company or its Successor shall continue to provide coverage under the Insurance Policies for not less than thirty-six (36) months following the Executive’s Involuntary Termination on substantially the same terms of the Insurance Policies in effect immediately prior to the Termination Date. For clarification, the Executive is to be covered by the Company’s directors and officers insurance policies as well as the Company’s errors and omissions insurance policies and any other company insurance policies in effect now and in the future.
2.FEDERAL EXCISE TAX UNDER SECTION 280G
2.1.Excise Tax. If (a) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) the Executive thereby would be subject to any United States federal excise tax due to that characterization, then and only if Executive would thereby be in a better after-tax position, which the Company will outline in full written detail, the Company may elect, in the Company’s sole discretion, to reduce the amounts payable under this Agreement or otherwise, or to have any portion of applicable options or restricted stock not vest or become exercisable, in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code.
2.2.Calculation by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any calculation of the amount of any excess parachute payments payable by the Executive shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose conclusion shall be final and binding on the parties. For purposes of making such calculations, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculations. The Company shall bear all fees and expenses the Accountants may charge in connection with these services, but the engagement of the Accountants for this purpose shall be pursuant to an agreement between the Executive and the Accountants.
3.DEFINITIONS
3.1.Capitalized Terms Defined. Capitalized terms used in this Agreement shall have the meanings set forth in this Section 5, unless the context clearly requires a different meaning.
3.2.“Base Compensation” is defined in Section 2.1.1.
3.3.“Cause” means:
(a)the Executive engaged in gross misconduct which is materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice, specifying such gross misconduct or gross incompetence in reasonable detail, of the Company’s intention to terminate the Executive for Cause; and (ii) has failed to cure or correct such gross misconduct within thirty (30) days of receiving such notice;
(b)the Executive willfully failed to comply in any material respect with the Employee Invention Assignment & Confidentiality Agreement, the Employee’s non- competition agreement or any other reasonable policies of the Company where non-compliance would be materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice of the Company’s intention to terminate the Executive for such Cause, and (ii) has failed to cure or correct such willful failure within thirty
(30) days of receiving such notice, provided that such notice and cure period requirements shall not apply in the event that such non-compliance is of a nature that it is unable to be remedied; or
a.is convicted of a felony or crime involving moral turpitude (excluding drunk driving unless combined with other aggravating circumstances or offenses) or commission of a fraud which the Company reasonably believes would reflect adversely on the Company.
It is expressly acknowledged by the Company that Cause will not include the Company or the Executive failing to meet agreed upon operational targets or the Company not generating profit.
3.1.“Change of Control” means:
(a)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty (50%) percent or more of (i) the outstanding shares of common stock of the Company, or
(ii) the combined voting power of the Company’s outstanding securities;
a.the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
the sale or disposition of all or substantially all of the Company’s assets engaged in the business of fast casual restaurants or meal preparation, or consummation of any transaction, or series of related transactions, having similar effect (other than to a subsidiary of the Company);
a.a change in the composition of the Board within any consecutive two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (i) were directors of the Company as of the effective date of this Agreement, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of a least a majority of those directors whose election or nomination was not in connection with an actual or threatened proxy contest related to the election of directors to the Company; or
b.the dissolution or liquidation of the Company.
3.1.“Company” shall mean Sadot Group Inc. and, following a Change of Control, any Successor.
3.2.“Involuntary Termination” means:
(a)any termination without Cause of the employment of the Executive by the Company; or
(b)any resignation by Executive for Good Reason where such resignation occurs within one hundred twenty (120) days following the occurrence of such Good Reason
Notwithstanding the foregoing, the term “Involuntary Termination” shall not include any termination of the employment of the Executive: (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for any reason other than Good Reason.
3.1.“Good Reason” means the occurrence of any of the following conditions, without the Executive’s written consent:
(a)Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive.
(b)The assignment to the Executive of a title, position, responsibilities or duties that is not a “Substantive Functional Equivalent” to the title, position, responsibilities or duties which the Executive had immediately prior to such assignment (including, as relevant, immediately prior to the public announcement of the Change of Control) unless such assignment is consented to by Executive in writing.
(c)A reduction in the Executive’s then current Base Compensation or, if applicable, target bonus opportunity (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned similar to the applicable performance requirements currently in effect), and in the event of a Change of Control, as compared to Executive’s then current Base Compensation and target bonus opportunity in effect immediately prior to the public announcement of the Change of Control.
(d)The failure of the Company (i) to continue to provide the Executive an opportunity to participate in any benefit or compensation plans provided to employees who hold positions with the Company comparable to the Executive’s position, (ii) to provide the Executive all other fringe benefits (or the equivalent) in effect for the benefit of any employee group which includes any employee who holds a position with the Company comparable to the Executive’s position, where in the event of a Change of Control, such comparison shall be made relative to the time immediately prior to the public announcement of such Change of Control); or (iii) continue to provide the Executive coverage under the director’s and officers’ insurance as well as errors and omissions insurance policies or any other insurance policies the company may carry.
(e)A material breach of this Agreement by the Company, including, in the event of a Change of Control, failure of the Company to obtain the consent of a Successor to perform all of the obligations of the Company under this Agreement. A material breach of this agreement includes, but is not limited to, items contained in the Miscellaneous Provisions section set forth in Sections 12.1 through 12.8.
(f)Being asked to perform actions that violate laws or the Company’s then current code of ethics policy.
The Executive must first give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery to the Company of a written explanation specifying the specific basis for Executive’s belief that Executive is entitled to terminate employment for Good Reason, and Executive terminates employment with the Company not later than (30) days following the Company’s failure to cure.
3.1.“Permanent Disability” means that:
(a)the Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;
(b)such total incapacity shall have continued for a period of six consecutive months; and
(c)such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.
3.1.“Substantive Functional Equivalent” means that the Executive’s position must:
(a)be in a substantive area of the Executive’s competence (e.g., finance or executive management) and not materially different from the position occupied immediately prior;
(b)allow the Executive to serve in a role and perform duties functionally equivalent to those performed immediately prior; and
(c)not otherwise constitute a material, adverse change in authority, title, status, responsibilities or duties from those of the Executive immediately prior, causing the Executive to be of materially lesser rank or responsibility, including requiring the Executive to report to a person other than the Board of Directors or the Chief Executive Officer or its equivalent.
3.1.“Successor” means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.
3.2.“Termination Date” means the date of the termination of the Executive’s employment with the Company.
4.EXCLUSIVE REMEDY
4.1.No Other Benefits Payable. The Executive shall be entitled to no other termination, severance or change of control compensation, benefits, or other payments from the Company as a result of any termination with respect to which the payments and benefits described in Section 2 have been provided to the Executive, except as expressly set forth in this Agreement.
4.2.No Limitation of Regular Benefit Plans. Except as may be provided elsewhere in this Agreement, this Agreement is not intended to and shall not affect, limit or terminate any plans, programs or arrangements of the Company that are regularly made available to a significant number of employees or officers or executives of the Company, including, without limitation, the Company’s stock option plans.
4.3.Release of Claims. The payment of the benefits described in Sections 3 and 4 of this Agreement is conditioned upon the delivery by the Executive to the Company of a signed and effective general release of claims as provided by the Company; provided, however, that the Executive shall not be required to release any rights the Executive may have to be indemnified by the Company or as otherwise provided under this Agreement.
5.NON-COMPETE; PROPRIETARY AND CONFIDENTIAL INFORMATION
During the term of this Agreement and following any termination of employment, Executive agrees to continue to abide by the terms and conditions of each of the non-competition agreement (during the term of such Agreement) and the Employee Invention Assignment & Confidentiality Agreement between the Executive and the Company.
1.ARBITRATION
1.1.Disputes Subject to Arbitration. Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of the American Arbitration Association; provided, however, that (a) the arbitrator shall have no
authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.
1.2.Costs of Arbitration. All costs of arbitration, including reasonable attorney’s fees of the Executive, will be borne by the Company, except that if the Executive initiates arbitration and the arbitrator finds the Executive’s claims to be frivolous the Executive shall be responsible for his own costs and attorneys fees.
1.3.Site of Arbitration. The site of the arbitration proceeding shall be in Fort Worth, Texas.
2.NOTICES
For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or five (5) business days after being mailed, return receipt requested, as follows: (a) if to the Company, attention: The Board of Directors, at the Company’s offices at 295 E. Renfro Street, Suite 209, Burleson, TX 76028 USA and, (b) if to the Executive, at the home address on file or such other address specified by the Executive in writing to the Company. Either party may provide the other with notices of change of address, which shall be effective upon receipt.
1.MISCELLANEOUS PROVISIONS
1.1Location. Executive shall perform their duties and responsibilities located remotely from their home office in Texas or any other remote office location in the continental United States.
1.2Vacation. Executive shall be entitled to accrue paid vacation at a rate of four (4) weeks per year.
1.3Travel. Executive shall be required to travel up to a maximum of 20% of business days. Executive shall be eligible for all travel policy benefits in effect for similar executive positions.
1.4Business Hours. Executive will only be required to work standard business hours as per the location of their home or base office location.
1.5Holidays. Executive will be entitled to the following fourteen (14) paid Company holidays: New Years Day, Martin Luther King Day, Presidents Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve, Christmas Day, New Years Eve Day and one floating holiday you can use at your discretion. You will also receive five (5) personal time off days. Holidays are subject to change pending the then current company policies.
1.6Technology. A laptop or desktop computer will be issued to the Executive for Company use. A reimbursement for cell phone usage up to two-hundred dollars ($200) per month and a home internet connection up to fifty dollars ($50) per month will be granted.
1.7Liability Insurance. The Company agrees to obtain a directors and officers and Errors and Omissions liability insurance policies covering the Executive and to maintain such policies. The amount of coverage should be reasonable in relation to the Executive’s position and responsibilities during the term of employment but in no event shall the amount of coverage be less than $2 million in the aggregate provided that the cost and availability of such insurance is reasonable within the marketplace. The Company agrees to cover the Executive in all additional liability insurance policies the Company uses from time to time.
1.8Indemnification. The Company agrees to indemnify the Executive to the fullest extent permitted by law consistent with the company’s bylaws in effect as of the date hereof with respect to any acts or non-action they may have committed during the period during which they were an officer, director and/or employee of the company or any subsidiary thereof, or of any other entity of which they served as an officer, director or employee at the request of the company.
1.9To the extent the Executive is asked to serve as an officer, director or manager of the subsidiaries (“subsidiaries”) of the Company, Your duties to the subsidiaries shall be deemed to have been included in the Agreement, shall not be entitled to any additional compensation hereunder, and shall be covered by all provisions of the Agreement mutatis mutandis.
1.10Heirs and Representatives of the Executive; Successors and Assigns of the Company. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Company.
1.11Amendment and Waiver. No provision of this Agreement shall be modified, amended, waived or discharged unless the modification, amendment, waiver or discharge is agreed to in writing, specifying such modification, amendment, waiver or discharge, and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
1.12Withholding Taxes. All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required to be withheld by applicable law.
1.13Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
1.14Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas, without regard to where the Executive has his residence or principal office or where he performs his duties hereunder.
1.15No Duty to Mitigate. The Executive is not required to seek alternative employment following termination, and payments called for under this Agreement will not be reduced by earnings from any other source.
12.16 Section 409A of the Code. To the extent (a) any payments or benefits to which Employee becomes entitled under this Agreement, or under any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (b) Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). Any termination of Employee’s employment is intended to constitute a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Code Section
409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”).
12.17 Entire Agreement. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein (whether oral or written and whether express or implied).
[SIGNATURE PAGE TO THE EXECUTIVE EMPLOYMENT AGREEMENT FOLLOWS]
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer, as of the day and year first above written.
Executive
/s/ Michael Roper___________________
Michael Roper
Sadot Group Inc.
By: /s/ Kevin Mohan__________________
Name: Kevin Mohan
Title: Chairman of the Board of Directors and Chief
Investment Officer of Sadot Group Inc.
Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is made and entered into as of February 10, 2025, by and between SADOT GROUP INC., a Nevada corporation (the “Company”), and Jennifer Black (the “Executive”).
Recitals:
WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes; and
WHEREAS, the Company and the Executive desire to enter into this Agreement to encourage the Executive to continue to devote the Executive’s full attention and dedication to the success of the Company as the Chief Financial Officer reporting directly to the Chief Executive Officer. This agreement provides specified compensation and benefits to the Executive in the event of an Involuntary Termination or certain other terminations pursuant to the terms of this Agreement. This Agreement will replace and supersede any other employment agreements which may have been entered into previously between the Company and the Executive.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1.PURPOSE AND TERM
Subject to the terms of any applicable written employment agreement between Company and the Executive (as to which Executive acknowledges no other such agreement exists as of the date hereof or if such agreement does exist it will be amended and replaced by this Agreement), either the Executive or Company may terminate the Executive’s employment at any time for any reason, with or without notice. The term of this Agreement shall be the period from the date that the Company engages a new Chief Executive Officer until Executive’s employment is terminated for any reason or this Agreement is terminated by mutual agreement of the parties. Below are the details with respect to the Executive’s title and duties:
1.1 Position Title. Effective as of the date that the Company engages a new Chief Executive Officer, Executive will be appointed as the Chief Financial Officer , reporting directly to the Company’s Chief Executive Officer
1.COMPENSATION AND TERMINATION GENERALLY
1.1.Compensation. All compensation is based in US dollars
2.1.1 Base Compensation. The Executive’s Base Compensation will be $400,000 (four hundred thousand dollars) (the “Cash Salary”) consisting of an annual Cash Salary of $325,000 (three hundred and twenty-five thousand dollars) and an annual compensation equity Grant of $75,000 (seventy-five thousand) consisting of restricted stock awards pursuant to the Company’s Equity Incentive Plan (the “Grant” and collectively with the Cash Salary, the “Base Compensation”).
This Base Compensation shall be subject to periodic review and modification by the Company’s Board of Directors (the “Board”) as may be delegated to the Compensation Committee of the Board (references herein to the Compensation Committee shall include reference to the Board if no such Committee exists at any time) at such time or times as it shall determine.
2.1.2 Grant. The Executive will be provided with the Grant on an annual basis. The Grant shall vest quarterly over one (1) year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year.The per share purchase price will be the closing price immediately prior to the date of each Grant.
The Executive may be eligible to additional equity incentive grants and/or awards, subject to Executive’s continued employment and satisfactory job performance, which may be made from time to time, by the
Board, on the same terms as other executive employees of the Company. Terms and conditions of all the equity incentive grants, will be in accordance with the terms of the Company’s Equity Incentive Plan in effect at the time of each such grant and all shares of restricted stock awards will be registered on a Form S-8 Registration Statement.
In the event the Company is unable to issue the shares of restricted stock awards and the shares of restricted stock awards are not registered, then the Grant shall be paid in cash on a quarterly basis in equal amounts.
2.1.3 Bonus. For the year ended December 31, 2025, the Executive shall receive an annual target bonus equal to 75% of Executive’s annual Cash Salary and annual Grant based on achievement of performance milestones, calculated and payable in accordance with the corporate milestones approved by the Board for the year ended December 31, 2025. For subsequent fiscal years, the bonus amount and performance targets shall be mutually agreed between Executive and the Compensation Committee of the Board.
2.1.4 Other Compensation. The Company’s Compensation Committee shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the Company (including, without limitation stock options or other forms of equity awards and an annual cash bonus).
2.2 Termination of Employment Generally. In the event the Executive’s employment with the Company terminates for any reason whatsoever, including death and disability, the Executive or their estate shall be entitled to the benefits described in this Section 2.2.
2.2.1 Accrued Salary and Vacation. All salary and accrued vacation earned through the Termination Date shall be paid to Executive or their estate on such date.
2.2.2 Accrued Bonus Payment. The Executive or their estate shall receive a lump sum payment of any actual bonus amount to the extent that all the conditions for payment of such bonus have been satisfied and any such bonus was earned and is unpaid on the Termination Date.
2.2.3 Expense Reimbursement. Within ten (10) days following submission to the Company of proper expense reports by the Executive, the Company shall reimburse the Executive or their estate for all expenses incurred by the Executive, consistent with the Company’s expense reimbursement policy in effect prior to the incurring of each such expense, in connection with the business of the Company prior to the Termination Date.
2.2.4 Equity Compensation. The period during which the Executive may exercise any rights (“Exercise Period”) under any outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any equity incentive plan or agreement (the “Company Plans”) shall be extended so as to expire on the last day of the term applicable to such stock option.
1.INVOLUNTARY TERMINATION
1.1.Severance Payment. In the event of the Executive’s Involuntary Termination, at any time after the date hereof, the Executive shall be entitled to receive an amount equal to twelve (12) months of the then current Executive’s Base Compensation, less $50,000 (fifty thousand), which shall be paid in full in cash within ten (10) days of the Executive’s Involuntary Termination. For clarification, the amount paid that shall be equal to the Grant shall be paid in cash and not in equity. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date.
1.2.Equity Compensation Acceleration. Upon the Executive’s Involuntary Termination, at any time after the date hereof, the vesting and exercisability of all then outstanding stock options and in the case of Involuntary Termination by Executive for a Good Reason pursuant to Section 6.7 (f)
below, all outstanding shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights, restricted stock units and restricted stock awards) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Involuntary Termination. Any unvested amount of the annual Grant, through the termination date, will be forfeited.
1.3.COBRA. In the event of the Executive’s Involuntary Termination, at any time after the date hereof, if the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee insurance coverage as in effect immediately prior to the Executive’s Involuntary Termination for a period of twelve (12) months following such Involuntary Termination. The date of the “qualifying event” for the Executive and any dependents shall be the Termination Date.
1.4.Indemnification. In the event of the Executive’s Involuntary Termination, (a) the Company shall continue to indemnify the Executive against all claims related to actions arising prior to the Termination Date to the fullest extent permitted by law, and (b) if the Executive was covered by the Company’s directors’ and officers’ insurance policy or errors and omissions insurance policy, or an equivalent thereto, (the “Insurance Policies”) Insurance Policies immediately prior to the Termination Date, the Company or its Successor shall continue to provide coverage under the Insurance Policies for not less than thirty-six (36) months following the Executive’s Involuntary Termination on substantially the same terms of the Insurance Policies in effect immediately prior to the Termination Date. For clarification, the Executive is to be covered by the Company’s directors and officers insurance policies as well as the Company’s errors and omissions insurance policies and any other company insurance policies in effect now and in the future.
2.FEDERAL EXCISE TAX UNDER SECTION 280G
2.1.Excise Tax. If (a) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) the Executive thereby would be subject to any United States federal excise tax due to that characterization, then and only if Executive would thereby be in a better after-tax position, which the Company will outline in full written detail, the Company may elect, in the Company’s sole discretion, to reduce the amounts payable under this Agreement or otherwise, or to have any portion of applicable options or restricted stock not vest or become exercisable, in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code.
2.2.Calculation by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any calculation of the amount of any excess parachute payments payable by the Executive shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose conclusion shall be final and binding on the parties. For purposes of making such calculations, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculations. The Company shall bear all fees and expenses the Accountants may charge in connection with these services, but the engagement of the Accountants for this purpose shall be pursuant to an agreement between the Executive and the Accountants.
3.DEFINITIONS
3.1.Capitalized Terms Defined. Capitalized terms used in this Agreement shall have the meanings set forth in this Section 5, unless the context clearly requires a different meaning.
3.2.“Base Compensation” is defined in Section 2.1.1.
3.3.“Cause” means:
(a)the Executive engaged in gross misconduct which is materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice, specifying such gross misconduct or gross incompetence in reasonable detail, of the Company’s intention to terminate the Executive for Cause; and (ii) has failed to cure or correct such gross misconduct within thirty (30) days of receiving such notice;
(b)the Executive willfully failed to comply in any material respect with the Employee Invention Assignment & Confidentiality Agreement, the Employee’s non- competition agreement or any other reasonable policies of the Company where non-compliance would be materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice of the Company’s intention to terminate the Executive for such Cause, and (ii) has failed to cure or correct such willful failure within thirty
(30) days of receiving such notice, provided that such notice and cure period requirements shall not apply in the event that such non-compliance is of a nature that it is unable to be remedied; or
a.is convicted of a felony or crime involving moral turpitude (excluding drunk driving unless combined with other aggravating circumstances or offenses) or commission of a fraud which the Company reasonably believes would reflect adversely on the Company.
It is expressly acknowledged by the Company that Cause will not include the Company or the Executive failing to meet agreed upon operational targets or the Company not generating profit.
3.1.“Change of Control” means:
(a)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty (50%) percent or more of (i) the outstanding shares of common stock of the Company, or
(ii) the combined voting power of the Company’s outstanding securities;
a.the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
the sale or disposition of all or substantially all of the Company’s assets engaged in the business of fast casual restaurants or meal preparation, or consummation of any transaction, or series of related transactions, having similar effect (other than to a subsidiary of the Company);
a.a change in the composition of the Board within any consecutive two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (i) were directors of the Company as of the effective date of this Agreement, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of a least a majority of those directors whose election or nomination was not in connection with an actual or threatened proxy contest related to the election of directors to the Company; or
b.the dissolution or liquidation of the Company.
3.1.“Company” shall mean Sadot Group Inc. and, following a Change of Control, any Successor.
3.2.“Involuntary Termination” means:
(a)any termination without Cause of the employment of the Executive by the Company; or
(b)any resignation by Executive for Good Reason where such resignation occurs within one hundred twenty (120) days following the occurrence of such Good Reason
Notwithstanding the foregoing, the term “Involuntary Termination” shall not include any termination of the employment of the Executive: (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for any reason other than Good Reason.
3.1.“Good Reason” means the occurrence of any of the following conditions, without the Executive’s written consent:
(a)Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive.
(b)The assignment to the Executive of a title, position, responsibilities or duties that is not a “Substantive Functional Equivalent” to the title, position, responsibilities or duties which the Executive had immediately prior to such assignment (including, as relevant, immediately prior to the public announcement of the Change of Control) unless such assignment is consented to by Executive in writing.
(c)A reduction in the Executive’s then current Base Compensation or, if applicable, target bonus opportunity (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned similar to the applicable performance requirements currently in effect), and in the event of a Change of Control, as compared to Executive’s then current Base Compensation and target bonus opportunity in effect immediately prior to the public announcement of the Change of Control.
(d)The failure of the Company (i) to continue to provide the Executive an opportunity to participate in any benefit or compensation plans provided to employees who hold positions with the Company comparable to the Executive’s position, (ii) to provide the Executive all other fringe benefits (or the equivalent) in effect for the benefit of any employee group which includes any employee who holds a position with the Company comparable to the Executive’s position, where in the event of a Change of Control, such comparison shall be made relative to the time immediately prior to the public announcement of such Change of Control); or (iii) continue to provide the Executive coverage under the director’s and officers’ insurance as well as errors and omissions insurance policies or any other insurance policies the company may carry.
(e)A material breach of this Agreement by the Company, including, in the event of a Change of Control, failure of the Company to obtain the consent of a Successor to perform all of the obligations of the Company under this Agreement. A material breach of this agreement includes, but is not limited to, items contained in the Miscellaneous Provisions section set forth in Sections 12.1 through 12.8.
(f)Being asked to perform actions that violate laws or the Company’s then current code of ethics policy.
The Executive must first give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery to the Company of a written explanation specifying the specific basis for Executive’s belief that Executive is entitled to terminate employment for Good Reason, and Executive terminates employment with the Company not later than (30) days following the Company’s failure to cure.
3.1.“Permanent Disability” means that:
(a)the Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;
(b)such total incapacity shall have continued for a period of six consecutive months; and
(c)such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.
3.1.“Substantive Functional Equivalent” means that the Executive’s position must:
(a)be in a substantive area of the Executive’s competence (e.g., finance or executive management) and not materially different from the position occupied immediately prior;
(b)allow the Executive to serve in a role and perform duties functionally equivalent to those performed immediately prior; and
(c)not otherwise constitute a material, adverse change in authority, title, status, responsibilities or duties from those of the Executive immediately prior, causing the Executive to be of materially lesser rank or responsibility, including requiring the Executive to report to a person other than the Board of Directors or the Chief Executive Officer or its equivalent.
3.1.“Successor” means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.
3.2.“Termination Date” means the date of the termination of the Executive’s employment with the Company.
4.EXCLUSIVE REMEDY
4.1.No Other Benefits Payable. The Executive shall be entitled to no other termination, severance or change of control compensation, benefits, or other payments from the Company as a result of any termination with respect to which the payments and benefits described in Section 2 have been provided to the Executive, except as expressly set forth in this Agreement.
4.2.No Limitation of Regular Benefit Plans. Except as may be provided elsewhere in this Agreement, this Agreement is not intended to and shall not affect, limit or terminate any plans, programs or arrangements of the Company that are regularly made available to a significant number of employees or officers or executives of the Company, including, without limitation, the Company’s stock option plans.
4.3.Release of Claims. The payment of the benefits described in Sections 3 and 4 of this Agreement is conditioned upon the delivery by the Executive to the Company of a signed and effective general release of claims as provided by the Company; provided, however, that the Executive shall not be required to release any rights the Executive may have to be indemnified by the Company or as otherwise provided under this Agreement.
5.NON-COMPETE; PROPRIETARY AND CONFIDENTIAL INFORMATION
During the term of this Agreement and following any termination of employment, Executive agrees to continue to abide by the terms and conditions of each of the non-competition agreement (during the term of such Agreement) and the Employee Invention Assignment & Confidentiality Agreement between the Executive and the Company.
1.ARBITRATION
1.1.Disputes Subject to Arbitration. Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.
1.2.Costs of Arbitration. All costs of arbitration, including reasonable attorney’s fees of the Executive, will be borne by the Company, except that if the Executive initiates arbitration and the arbitrator
finds the Executive’s claims to be frivolous the Executive shall be responsible for his own costs and attorneys fees.
1.3.Site of Arbitration. The site of the arbitration proceeding shall be in Fort Worth, Texas.
2.NOTICES
For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or five (5) business days after being mailed, return receipt requested, as follows: (a) if to the Company, attention: The Board of Directors, at the Company’s offices at 295 E. Renfro Street, Suite 209, Burleson, TX 76028 USA and, (b) if to the Executive, at the home address on file or such other address specified by the Executive in writing to the Company. Either party may provide the other with notices of change of address, which shall be effective upon receipt.
1.MISCELLANEOUS PROVISIONS
1.1Location. Executive shall perform their duties and responsibilities located remotely from their home office in Texas or any other remote office location in the continental United States.
1.2Vacation. Executive shall be entitled to accrue paid vacation at a rate of four (4) weeks per year.
1.3Travel. Executive shall be required to travel up to a maximum of 20% of business days. Executive shall be eligible for all travel policy benefits in effect for similar executive positions.
1.4Business Hours. Executive will only be required to work standard business hours as per the location of their home or base office location.
1.5Holidays. Executive will be entitled to the following fourteen (14) paid Company holidays: New Years Day, Martin Luther King Day, Presidents Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve, Christmas Day, New Years Eve Day and one floating holiday you can use at your discretion. You will also receive five (5) personal time off days. Holidays are subject to change pending the then current company policies.
1.6Technology. A laptop or desktop computer will be issued to the Executive for Company use. A reimbursement for cell phone usage up to two-hundred dollars ($200) per month and a home internet connection up to fifty dollars ($50) per month will be granted.
1.7Liability Insurance. The Company agrees to obtain a directors and officers and Errors and Omissions liability insurance policies covering the Executive and to maintain such policies. The amount of coverage should be reasonable in relation to the Executive’s position and responsibilities during the term of employment but in no event shall the amount of coverage be less than $2 million in the aggregate provided that the cost and availability of such insurance is reasonable within the marketplace. The Company agrees to cover the Executive in all additional liability insurance policies the Company uses from time to time.
1.8Indemnification. The Company agrees to indemnify the Executive to the fullest extent permitted by law consistent with the company’s bylaws in effect as of the date hereof with respect to any acts or non-action they may have committed during the period during which they were an officer, director and/or employee of the company or any subsidiary thereof, or of any other entity of which they served as an officer, director or employee at the request of the company.
1.9To the extent the Executive is asked to serve as an officer, director or manager of the subsidiaries (“subsidiaries”) of the Company, Your duties to the subsidiaries shall be deemed to have been included in the Agreement, shall not be entitled to any additional compensation hereunder, and shall be covered by all provisions of the Agreement mutatis mutandis.
1.10 Heirs and Representatives of the Executive; Successors and Assigns of the Company. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Company.
1.11Amendment and Waiver. No provision of this Agreement shall be modified, amended, waived or discharged unless the modification, amendment, waiver or discharge is agreed to in writing, specifying such modification, amendment, waiver or discharge, and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
1.12 Withholding Taxes. All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required to be withheld by applicable law.
1.13 Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
1.14 Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas, without regard to where the Executive has his residence or principal office or where he performs his duties hereunder.
1.15 No Duty to Mitigate. The Executive is not required to seek alternative employment following termination, and payments called for under this Agreement will not be reduced by earnings from any other source.
12.16 Section 409A of the Code. To the extent (a) any payments or benefits to which Employee becomes entitled under this Agreement, or under any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (b) Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). Any termination of Employee’s employment is intended to constitute a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Code Section 409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”).
12.17 Entire Agreement. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein (whether oral or written and whether express or implied).
[SIGNATURE PAGE TO THE EXECUTIVE EMPLOYMENT AGREEMENT FOLLOWS]
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer, as of the day and year first above written.
Executive
/s/ Jennifer Black________________________
Jennifer Black
Sadot Group Inc.
By: Michael Roper_______________________
Name: Michael Roper
Title: Chief Executive Officer.
Exhibit 99.1
Sadot Group Inc. Announces Appointment of Ms. Catia Jorge as New Chief Executive Officer
BURLESON, TX / ACCESS NEWSWIRE / February 13, 2025 – Sadot Group Inc. (Nasdaq: SDOT) (“Sadot Group” or the “Company”) today announced the appointment of Ms. Catia Jorge as its new Chief Executive Officer, effective immediately. Ms. Jorge, a seasoned leader in the global agri-commodity sector, joins Sadot Group at a pivotal time, as the Company transitions to focusing on expanding its platform globally. Ms. Jorge will report to the Board of Directors and lead Sadot’s strategic initiatives, global operations, and business growth efforts to maximize the Company’s long-term potential.
A highly regarded industry veteran, Ms. Jorge brings nearly 30 years of experience in agricultural markets, commodity trading, and operational leadership. She most recently served as Brazil Country Head and Vice President/Grains Business Head Latin America for Olam Agri, where she managed a $1.0 billion annual revenue portfolio. Prior to Olam, she held leadership roles at Cargill Agricola South America exporting over 7 million metric tons of grain exports annually as well as leadership positions at J. Macedo. Ms. Jorge has a proven track record of scaling global agricultural businesses and driving operational excellence.
“Catia’s deep expertise in global agriculture markets, her leadership acumen and her strategic vision make her the perfect fit to lead Sadot through its next stage of expansion,” said Kevin Mohan, Chairman of the Board. “She’s a strong and collaborative leader with a reputation for developing unique solutions that consistently drive growth and value. Over the past two years our team has built a strong foundation and Catia is the right leader at the right time to accelerate growth and take us to the next level, establishing Sadot as a leading player in the global food supply chain.”
Speaking on the new role, Ms. Jorge commented, “It’s an exciting time to join Sadot and I am looking forward to working closely with this talented team. With a powerful global platform that is ready to scale, we are well positioned to capitalize on the major opportunities in the global food sector. Our focus is clear: aggressively execute our multi-pronged growth strategy to drive significant increases in revenue and profitability along with streamlining operations to unlock the full potential of this company.”
Ms. Jorge succeeds Michael Roper, who will transition into a new leadership position as Chief Governance & Compliance Officer overseeing the Company’s regulatory and capital market requirements. Mr. Roper will also continue to lead the previously announced initiative to divest the Company’s remaining restaurant operations.
Mr. Roper added, “I am incredibly proud of what we have accomplished during my time as CEO. We’ve positioned the Company as a highly competitive and nimble player in the global food supply chain, and now is the perfect time to bring in an industry veteran like Catia to lead the next stage of growth. I look forward to supporting her and the entire team in this transition as we push Sadot to new heights.”
Ms. Jorge holds a Masters Degree in Agri-Business from Kansas State University and an MBA in Global Trade from the University of Dallas, further equipping her to lead Sadot Group into its next phase of expansion.
About Sadot Group Inc.
Sadot Group Inc. has rapidly established itself as an emerging player in the global food supply chain. Sadot Group provides innovative and sustainable supply chain solutions that address the world's growing food security challenges.
Sadot Group currently operates within key verticals of the global food supply chain including global agri-commodity origination and trading operations for food/feed products such as soybean meal, wheat and corn, and farm operations producing grains and tree crops in Southern Africa.
Sadot Group connects producers and consumers across the globe, sourcing agri-commodity products from producing geographies such as the Americas, Africa and the Black Sea and delivering to markets in Southeast Asia, China and the Middle East/North Africa region.
Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia. For more information, please visit www.sadotgroupinc.com.
Forward-Looking Statements
This press release may include “forward-looking statements” pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products, or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Sadot Group, Inc., does not undertake any duty to update any forward-looking statements except as may be required by law.
Investor Relations:
Frank Pogubila
Partner, Integrous Communications
W - 951.946.5288