XXI 8-K
Twenty One Capital, Inc. (XXI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jack Mallers’ Departure as Chief Executive Officer and as a Director
On July 21, 2026, Twenty One Capital, Inc. (the “Company”) announced that Jack Mallers, the Company’s Chief Executive Officer (“CEO”), has resigned from his position as CEO and as a director of the Company, effective as of July 20, 2026 (the “Separation Date”). Mr. Mallers’ departure is not related to any disagreements with the Company on any matter relating to its operations, policies, practices (financial or otherwise) or any issues regarding financial disclosures, accounting, or legal matters.
In connection with Mr. Mallers’ departure, the Company has entered into a Separation Agreement and Release (the “Mallers Separation Agreement”) with Mr. Mallers, pursuant to which Mr. Mallers, subject to his release of claims, will be entitled to receive or retain, as applicable, (i) a cash payment equal to the final $50,000 fixed remuneration payment for July 2026, less applicable taxes, (ii) a cash payment of $420,455.39, less applicable taxes, in settlement of Mr. Mallers’ vested time-based restricted stock units, (iii) a cash payment of $1,151,046.48 in consideration for the repurchase of 226,860 shares of Class A Common Stock previously delivered to Mr. Mallers in settlement of vested time-based restricted stock units and in connection with the payment of his 2025 annual bonus, less certain taxes, and (iv) 1,522,407 vested stock options to purchase Class A common stock of the Company, which Mr. Mallers may exercise during the 90-day period following the Separation Date in accordance with the terms of the applicable award agreement. All stock options and restricted stock units previously granted to Mr. Mallers that are unvested as of the Separation Date will be forfeited for no consideration in accordance with their terms.
The foregoing description of the Mallers Separation Agreement does not purport to be complete, and is qualified in its entirety by reference to the Mallers Separation Agreement, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
Appointment of Raphael Zagury as Chief Executive Officer
Also on July 20, 2026, the Board of Directors of the Company (the “Board”) appointed Raphael Zagury, 50, as its CEO, effective July 20, 2026.
Mr. Zagury has served as a member of our Board since December 2025. He is the founder and Chief Executive Officer of Elektron Enterprises LLC, which provides management and operational services to Elektron Energy, a Bitcoin mining and energy infrastructure business. From 2023 to 2024, Mr. Zagury served as Chief Investment Officer at Swan Bitcoin. Previously, he founded One Partners, an investment bank, and co-founded OpenCo, a lending fintech, where he served as Chief Financial Officer and led multiple capital raises through Series D. Earlier in his career, he held executive and trading roles at Goldman Sachs, Merrill Lynch, and Deutsche Bank in New York. Mr. Zagury holds an MBA from Yale University and a B.A. in Economics from IBMEC.
Mr. Zagury will continue to serve as a member of the Company’s Board, but will no longer serve as a member of the Audit Committee, Nominating and Corporate Governance Committee or the Compensation Committee. As the Company’s CEO, Mr. Zagury will not be considered independent under the NYSE’s listing standards and applicable federal and state securities laws. There are no family relationships between Mr. Zagury and any director or other executive officer. There are no arrangements or understandings between Mr. Zagury and any other persons pursuant to which he was selected as an officer.
In connection with Mr. Zagury’s appointment as CEO, Mr. Zagury entered into an employment agreement with the Company, dated July 20, 2026 (the “CEO Employment Agreement”).
Pursuant to the terms of the CEO Employment Agreement, Mr. Zagury will receive an annual base salary of $600,000, and he will be eligible to receive an annual performance-based bonus of up to $700,000, subject to (i) the achievement of individual and company performance criteria established by the Board in consultation with Mr. Zagury, and (ii) Mr. Zagury’s continued employment through the payment date. The actual annual bonus, to the extent payable, will be paid 50% in cash and 50% in freely tradeable shares of Class A Common Stock, subject to trading restrictions under applicable securities laws and the Company’s insider trading policy, and applicable withholding. In connection with his appointment as CEO, Mr. Zagury will receive an award of stock options to purchase shares of Class A Common Stock in an amount and with terms to be mutually agreed between the Company and Mr. Zagury (the “Initial Award”), which Initial Award will be granted subject to the Company’s 2025 Stock Incentive Plan and an award agreement to be entered into between the Company and Mr. Zagury evidencing such award (the “Option Award Agreement”). Following the third anniversary of the grant date of the Initial Award, Mr. Zagury will be eligible to receive annual equity grants, consistent with Mr. Zagury’s role as the CEO of the Company, as reasonably determined by the Board based on its good faith assessment and in consultation with Mr. Zagury. Mr. Zagury will also be eligible to receive certain Company provided security services for himself and his family and an annual stipend of $25,000 towards personal financial planning and tax services.
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If Mr. Zagury’s employment is terminated by the Company without Cause (as defined in the CEO Employment Agreement), Mr. Zagury resigns his employment for Good Reason (as defined in the CEO Employment Agreement) or in the event of termination of employment as a result of his death or Disability (as defined in the CEO Employment Agreement), then, in addition to certain accrued amounts, Mr. Zagury will be entitled to the following severance benefits, subject to his execution of a release of all claims against the Company and related persons and continued compliance with certain restrictive covenants: (i) continued payment of his base salary for 12 months following his termination; (ii) reimbursement of the monthly premium for coverage under the Company’s group health plans or an equivalent monthly cash payment thereof, until the earlier to occur of the end of the 12 months following his termination or the date on which Mr. Zagury obtains health and welfare benefits from a subsequent employer; and (iii) any rights with respect to equity awards that Mr. Zagury might have under the applicable award agreements evidencing such equity awards.
The CEO Employment Agreement contains restrictive covenants, including non-competition and non-solicitation covenants effective for 12 months following termination of employment.
As previously announced, the Company is considering a potential acquisition of Elektron Energy Operations Limited and related operations (collectively, doing business as Elektron Energy). As noted above, Mr. Zagury is the Chief Executive Officer of Elektron Enterprises LLC, which provides management and operational services to Elektron Energy. The approximate dollar value of the amount involved in the transaction is not yet determinable.
The foregoing description of the CEO Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the CEO Employment Agreement, which is attached to this Current Report as Exhibit 10.2 and incorporated herein by reference.
Item 8.01 Other Events.
Effective July 15, 2026, Mr. Zagury resigned from the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee of the Company. Effective July 15 2026, the Board appointed (i) Zachary Lyons to the Nominating and Corporate Governance Committee and the Compensation Committee, (ii) Paul Lalljie to the Nominating and Corporate Governance Committee and as Chair of the Audit Committee, and (iii) Karl Olsoni to the Compensation Committee, in each case effective immediately.
On July 15, 2026, upon the recommendation from the Compensation Committee, in light of the additional commitment and activities resulting from the relevant roles, the Board approved additional compensation for members of the Board’s committees, as follows (i) for the Audit Committee, $20,000 per annum for a member and $35,000 per annum for the chairperson; (ii) for the Compensation Committee, $20,000 per annum for a member and $25,000 per annum for the chairperson; and (iii) for the Nominating and Corporate Governance Committee, $10,000 per annum for a member and $25,000 per annum for the chairperson, in each case, commencing on the later of July 15, 2026 and the date such director begins service on the relevant Board committee, which amounts shall be paid in cash in equal monthly installments, prorated for any partial year of service on the relevant Board committee. Robert Hines, chair of the Nominating and Corporate Governance Committee and the Compensation Committee, and Zachary Lyons, member of the Nominating and Corporate Governance Committee and the Compensation Committee, have each agreed to waive their compensation as members of these committees.
As previously announced, on April 29, 2026, the Company issued a press release regarding the Company’s overview of its operating strategy centered on potential acquisition involving Strike and Elektron. The Company is no longer pursuing the acquisition of Strike.
On July 21, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
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Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s leadership transition; its ability to build a Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital markets capabilities, and Bitcoin-based financial services; the metrics the Company will use to measure its success; the Company’s operating and financial performance; its ability to drive and execute its strategy and drive long-term shareholder value; the Company’s strategic priorities on corporate structure and governance, operating businesses, capital markets, mergers and acquisitions and lending and credit; the Company's proposed combination with Elektron and the process for execution, timing, terms, or likelihood of completion of any transaction. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from the Company's expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 13, 2026 and in the Company's other filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Separation Agreement and Release between the Company and Jack Mallers, dated July 20, 2026. | |
| 10.2 | Employment Agreement between the Company and Raphael Zagury, dated July 20, 2026. | |
| 99.1 | Press release issued by Twenty One Capital, Inc. on July 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 21, 2026 | ||
| Twenty One Capital, Inc. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel and Chief Compliance Officer | |
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Exhibit 10.1
EXECUTION VERSION
SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Jack Mallers (the “Executive”), dated July 20, 2026. The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Employment Agreement (as defined below).
WHEREAS, the Parties entered into an employment agreement by and between the Executive and the Company, dated December 8, 2025 (the “Employment Agreement”), pursuant to which the Company employed the Executive as Co-Founder and Chief Executive Officer;
WHEREAS, the Executive has expressed his desire to resign from his position and the Parties mutually agree that the Executive’s employment with the Company will terminate effective July 20, 2026 (the “Separation Date”).
NOW, THEREFORE, in consideration of the premises and the releases, representations, covenants and obligations herein contained, the Company and the Executive, intending to be legally bound, hereby agree as follows:
1. Resignation. The Parties agree that, as of the Separation Date, the Executive will no longer serve in any and all positions he holds with the Company and its subsidiaries (including as Chief Executive Officer and as a member of the Board of Directors of the Company), and the Executive agrees to execute any additional documents required by the Company to effectuate such agreement. Other than as expressly provided in this Agreement, the Executive shall not be entitled to any further salary, bonuses, wages, benefits, retirement benefits, insurance, or other compensation or benefits of any type from the Company, its subsidiaries or its affiliates as of the Separation Date.
2. Payments and Benefits.
(a) Provided that this Agreement becomes effective pursuant to its terms and the Executive remains in compliance with this Agreement at all times, the Company shall permit the Executive to receive or retain the following payments and benefits, and with respect to the equity awards, subject to the terms and conditions of the Company’s 2025 Stock Incentive Plan, the applicable award agreements evidencing such awards and the Company’s right to retroactively determine that a termination of employment is for Cause under Section 5(c) of the Employment Agreement:
| i. | A cash payment equal to the final $50,000 fixed remuneration payment for July 2026, which amount shall be paid to the Executive in accordance with the Company’s regular payroll practices; |
| ii. | A cash payment in the amount of $420,455.39, which represents $5.23 per share of Class A common stock, US$0.01 par value per share, of the Company (“Common Stock”) subject to 80,393 vested time-based restricted stock units that are not yet settled as of the date of this Agreement (the “RSU Repurchase Amount”), which RSU Repurchase Amount, less applicable withholding and authorized deductions, shall be paid to the Executive in a lump-sum in accordance with the Company’s regular payroll practices. The Executive acknowledges and agrees that the RSU Repurchase Amount is being paid to Executive in full satisfaction of the vested time-based restricted stock units that are not yet settled as of the date of this Agreement and that the Executive has no further right, entitlement or claim to such restricted stock units or the shares of Common Stock subject to such restricted stock units. The Executive further acknowledges and agrees that no acceleration shall apply to any other restricted stock units, all of which shall be forfeited without compensation as of the Separation Date; |
| iii. | A cash payment in the amount of $1,151,046.48, which represents (A) $5.23 multiplied by the sum of (x) 201,706 shares of Common Stock previously delivered to the Executive on April 10, 2026 in settlement of vested time-based restricted stock units (the “Repurchased RSU Shares”) and (y) 25,154 shares of Common Stock previously delivered to the Executive on April 10, 2026 in connection with the payment of the Executive’s 2025 annual bonus (together with the Repurchased RSU Shares, the “Repurchased Shares”) less (B) $35,431.32, which represents taxes not previously withheld on shares of Common Stock delivered to the Executive in connection with the payment of the Executive’s 2025 annual bonus (such amount, the “Equity Repurchase Amount”). The Equity Repurchase Amount shall be paid to the Executive in a lump-sum as soon as reasonably practicable following the date of this Agreement. The Executive acknowledges and agrees that the Equity Repurchase Amount is being paid to the Executive in consideration for the Repurchased Shares, and that the payment of the Equity Repurchase Amount to the Executive shall only occur after the Executive has instructed the transfer of the Repurchased Shares to the Company free and clear of any liens, encumbrances or restrictions. The Executive further acknowledges and agrees that the Executive shall have no further right, entitlement or claim to such Repurchased Shares thereafter; and |
| iv. | The Executive shall retain 1,522,407 vested stock options to purchase Common Stock, each with an exercise price of $14.43 per share, which the Executive may exercise for the ninety (90)-day period following the Separation Date in accordance with the terms of the applicable award agreement(s); provided that no acceleration shall apply to any other stock options, all of which shall be forfeited without compensation as of the Separation Date. |
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3. Release.
(a) Executive’s Release. The Executive, for and on behalf of himself and his heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly releases and forever discharges the Company, together with all of the Company’s past and present owners, parents, subsidiaries, and affiliates, together with each of their members, managers, officers, directors, stockholders, investors, partners, employees, agents, representatives, advisors and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns (collectively, the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, the “Claims”) which the Executive or his heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time through the date upon which the Executive signs this Agreement, including, but not limited to, any such Claims (A) relating in any way to the Executive’s employment relationship with the Company or any other Releasees, and (B) arising under any federal, local or state statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (the “ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Illinois Human Rights Act, the Illinois Equal Pay Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois One Day Rest in Seven Act, the Illinois Employment Contract Act, the Illinois Gender Violence Act, the Illinois Biometric Information Privacy Act, the Illinois Constitution, all as amended and including all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of the Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the other Releasees and the Executive; provided, however, that notwithstanding the foregoing, nothing contained in this Section 3, including the Employment Agreement, shall in any way diminish or impair: (I) any rights the Executive may have to vested benefits under qualified retirement and welfare benefit plans; (II) the Executive’s ability to bring proceedings to enforce this Agreement; (III) any Claims the Executive may have that cannot be waived under applicable law, such as unemployment benefits, workers’ compensation and disability benefits, or (IV) any rights the Executive may have to bring any Claim for indemnification under any indemnification agreement, applicable directors and officers liability insurance policy or applicable state or federal law.
(b) Company’s Release. To the fullest extent permitted by law, the Company hereby releases and waives any claims it may have against Executive and his successors and assigns, whether known or not known, relating to Executive’s employment with the Company and separation therefrom.
(c) The Executive acknowledges and agrees that the Company and the Releasees have fully satisfied any and all obligations owed to the Executive arising out of or relating to the Executive’s employment with the Company or any of the Releasees (including under the Employment Agreement), and no further sums, payments or benefits are owed to the Executive by the Company or any of the Releasees arising out of or relating to the Executive’s employment with the Company or any of the Releasees, except as expressly provided in this Agreement.
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4. Continuing Obligations. The Executive acknowledges and agrees that Section 6 and Section 8 of the Employment Agreement shall apply and remain in full force and effect and shall survive the execution, delivery and performance of this Agreement and are incorporated by reference as if set forth herein (the “Continuing Obligations”); provided, however, that:
(a) the Continuing Obligations shall not include, and the Executive shall not be bound on or after the Separation Date by, the restrictions set forth in Sections 6(c)(ii) and 6(c)(iii) of the Employment Agreement; and
(b) for purposes of this Agreement, the definition of “Competitive Business” in Section 6(c)(i) of the Employment Agreement shall apply solely with respect to any business whose primary purpose or principal line of business is acquiring, holding, or managing digital assets, in particular Bitcoin, and shall not restrict the Executive from engaging in any other business or activity, including, without limitation, businesses engaged in creating, distributing or licensing digital-asset-related content, or offering digital-asset-focused financial services such as advisory, lending or structured products.
5. Non-Disparagement. The Company, on behalf of itself and its subsidiaries, hereby agrees not to issue any statement that, directly or indirectly, defames, disparages, libels, slanders, denigrates, ridicules or criticizes the Executive; provided, however, that nothing in this Agreement limits the Company’s ability to make truthful statements as required by law, regulation, or legal process, or to enforce any legal right, including, without limitation, the terms of this Agreement.
6. Cooperation. The Executive agrees that the Executive will assist and cooperate with the Company in connection with any investigation, proceeding, dispute, or claim that may be made against, by, or with respect to the Company, or in connection with any ongoing or future investigation, proceeding, dispute, or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency (including, but not limited to, making himself available upon reasonable notice for factual interviews, preparation for testimony, providing affidavits, and similar activities), to the extent such claims, investigations, or proceedings relate to the Executive’s employment with the Company, services performed or required to be performed by the Executive, or pertinent knowledge possessed by the Executive.
7. Reimbursement of Legal Fees. The Company shall reimburse the Executive for reasonable legal fees actually incurred by the Executive in connection with the review, negotiation and execution of this Agreement, up to a maximum of $15,000.
8. Return of Property. As of the Separation Date, the Executive shall return to the Company all property of the Company in the Executive’s possession, custody or control, including, without limitation, any and all materials and equipment supplied by the Company, such as credit cards, computers, phones, tablets, other electronic equipment and keys, and any and all documents, contracts, agreements, plans, books, notes, instructional and policy manuals, mailing lists, computer software, financial and accounting records, reports and files, including, without limitation, any such documents or other materials which contain confidential information, and any copies of any of the foregoing. To the extent the Executive has any of the foregoing property of the Company in the Executive’s possession, custody or control in electronic form (for example, in the Executive’s personal cloud storage or email account or on a personal computer), the Executive has identified such documents to the Company, delivered identical copies of such documents to the Company (if the Company so requested), and followed the Company’s instructions regarding the permanent deletion or retention of such documents. The property which must have been returned to the Company pursuant to this Section 7 must have been returned whether in the Executive’s possession, work area, home, vehicle or in the wrongful possession of any third party with the Executive’s knowledge or acquiescence, and whether prepared by the Executive or any other person or entity.
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9. Consultation with Attorney; Voluntary Agreement. The Executive acknowledges that (i) the Company has advised the Executive to consult with an attorney of the Executive’s own choosing (at the sole expense of the Executive) before signing this Agreement, including the release set forth in Section 3, (ii) the Executive has been given the opportunity to seek the advice of counsel, (iii) the Executive has carefully read and fully understands all of the provisions of this Agreement, (iv) the Executive is entering into this Agreement knowingly, freely and voluntarily, and (v) the Executive has the full power, capacity and authority to enter into this Agreement (including the release in Section 3).
10. No Admission. Nothing herein shall be deemed to constitute an admission of wrongdoing by the Executive or any of the Releasees. Neither this Agreement nor any of its terms may be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Agreement.
11. Counterparts. This Agreement may be executed in counterparts, and each counterpart, when so executed and delivered, shall be deemed to be an original and both counterparts, taken together, shall constitute one and the same Agreement. A faxed or .pdf-ed signature shall operate the same as an original signature.
12. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and any successor organization which shall succeed to the Company by acquisition, merger, consolidation or operation of law, or by acquisition of assets of the Company and any assigns. The Executive may not assign his duties or obligations under this Agreement.
13. Severability; Blue-Penciling. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the scope thereof, the Parties hereto agree that said court in making such determination shall have the power to reduce the scope of such provision to the extent necessary to make it enforceable, and that this Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.
14. Section 409A. The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be exempt from or in compliance therewith.
15. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois, without regard to any conflict of law principles thereof that would give rise to the application of the laws of any other jurisdiction.
16. Entire Agreement/No Oral Modifications. This Agreement sets forth the entire understanding between the Company and the Executive, and supersedes all prior agreements, representations, discussions and understandings concerning the subject matter addressed herein, including the Employment Agreement (except with respect to the Continuing Obligations). The Company and the Executive represent that, in executing this Agreement, each Party has not relied upon any representation or statement made by the other Party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement. No amendment or modification of this Agreement shall be valid or binding on the Parties unless in writing and signed by both Parties.
[Signature Page To Follow]
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IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the Parties have signed this Agreement as of the date first above written.
| Twenty One Capital, Inc. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel | |
| Date: | July 20, 2026 | |
| EXECUTIVE | |
| /s/ Jack Mallers | |
| Jack Mallers | |
| Date: July 20, 2026 |
Exhibit 10.2
EXECUTION VERSION
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made and entered into as of July 20, 2026 (the “Effective Date”), by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Raphael Zagury (“Executive” and, together with the Company, the “Parties”).
RECITALS
WHEREAS, the Company desires to employ Executive as the Chief Executive Officer of the Company, on the terms and subject to the conditions set forth herein;
WHEREAS, Executive desires to be employed by the Company on such terms and conditions; and
WHEREAS, certain terms and conditions used herein have the meanings assigned to such terms in Section 5(d) of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereto agree as follows:
1. Term. Executive’s employment with the Company under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms and conditions of Section 5 of this Agreement (the term of employment, the “Term”). Notwithstanding any provision of this Agreement to the contrary, Executive shall be employed on an “at-will” basis. Executive’s employment may be terminated by either Party at any time, and such termination is subject to the provisions contained herein that may apply with respect to certain terminations of employment.
2. Title; Services and Duties.
(a) During the Term, Executive shall be employed as the Chief Executive Officer (“CEO”) of the Company pursuant to the terms of this Agreement and, in such capacity, shall report to the Board of Directors of the Company (the “Board”) or, from time to time, a duly authorized committee or representative thereof. In addition, Executive shall continue to serve as a member of the Board during the Term. During the Term, the Company shall use reasonable best efforts to nominate and recommend Executive for election to the Board for so long as Executive serves as the Company’s Chief Executive Officer. Executive acknowledges and agrees that during the Term, Executive shall not be entitled to any additional cash compensation or other remuneration in respect of his Board service, unless otherwise determined by the Board or its compensation committee.
(b) During the Term, Executive shall (i) have such duties, responsibilities and authority as may reasonably be prescribed by the Board, consistent with Executive’s position as Chief Executive Officer and (ii) devote a substantial portion of Executive’s business time and attention to, and best efforts in respect of, the performance of his duties to the Company and its subsidiaries (together with the Company, the “Company Group”), and shall not, without obtaining the prior written consent of the Board, engage in any activities that are competitive with the business of the Company or any of its Affiliates, other than the Permitted Activities (as defined below).
(c) Notwithstanding anything to the contrary set forth in this Agreement, the Company acknowledges and agrees that during the Term, Executive will continue to serve as the CEO of Elektron Management Limited and Elektron Enterprises LLC (together with their direct and indirect subsidiaries, “Elektron”) until the earlier to occur of (i) the closing of a transaction pursuant to which the Company acquires the Bitcoin mining business operated by Elektron Energy Operations Limited and its direct and indirect subsidiaries (such transaction, the “Sale”) or (ii) such time as Executive in his sole discretion elects to cease service as the CEO of Elektron; provided, that Executive acknowledges and agrees that he shall not advise Elektron in connection with the negotiation of such Sale to the Company and that Executive’s services to Elektron will not unreasonably interfere with Executive devoting sufficient time to perform Executive’s duties hereunder. Unless directed otherwise by the Company, following the closing of the Sale, Executive shall cease to hold, and shall resign from, all offices and directorships with Elektron and shall not provide any further services in any capacity to Elektron. In addition, during the Term, Executive may (i) make and manage Executive’s personal investments and manage Executive’s passive business interests, (ii) continue to serve on the board of directors of each of the entities listed on Schedule A, (iii) participate in governmental, educational, charitable or other community affairs and serve as a member of the governing board of any such not-for-profit organization, and (iv) serve in any other role approved by the Board, in each case, so long as Executive’s activities do not unreasonably interfere, in any material respect, with the performance of Executive’s duties hereunder, ((i), (ii), (iii) and (iv), together with Executive’s continued service as CEO of Elektron until the closing of the Sale, collectively, the “Permitted Activities”). If the Company reasonably believes that, notwithstanding the foregoing, Executive is advising Elektron in connection with the Sale and, as a result, there is a material conflict that substantially and adversely affects Executive’s performance of his duties hereunder (each, a “Conflict”), the Company shall notify Executive in writing of the facts and circumstances giving rise to such Conflict (the “Initial Conflict Notice”). Executive will have forty-five (45) days from the receipt of the Initial Conflict Notice to respond in writing to such notification (the “Conflict Response”), provided, that, no Conflict shall or shall be deemed to exist solely as a result of any disagreement between the Company and Executive regarding the opportunity for the Company and Elektron (or of any of its Affiliates) to enter into any merger or similar transaction with each other. The Parties shall cooperate in good faith to identify and implement accommodations, adjustments, delegations of responsibility or other mutually acceptable solutions designed to eliminate or mitigate the Conflict in a manner that does not unreasonably and materially interfere with the business of the Company Group or the performance of Executive’s duties to the Company or Elektron. If, following good faith efforts to resolve a Conflict, the Company reasonably determines in good faith that the Parties are unable to resolve such Conflict to their reasonable satisfaction within sixty (60) days after the Conflict Response, the Company shall document such determination in writing (the “Conflict Determination Notice”). Following issuance of the Conflict Determination Notice, Executive shall have sixty (60) days to determine whether to voluntarily resign from his employment with either Elektron or the Company. The Parties acknowledge that termination for any reason from either position is intended to be a remedy of last resort. The issuance of an Initial Conflict Notice and a Conflict Determination Notice due to Executive’s employment with Elektron prior to the closing of the Sale shall not give rise to grounds for a termination for Cause, including any retroactive determination of Cause. If following the receipt of the Conflict Determination Notice, Executive resigns from his employment with the Company, such resignation will not be considered a resignation with Good Reason.
(d) Executive may perform Executive’s duties remotely from Executive’s principal place of residence in Miami, Florida, or such other location as may be mutually agreed by Executive and the Company, and Executive shall not be required to maintain a principal office at any Company location or relocate without Executive’s prior written consent. Executive understands and agrees that he may be required to travel for business reasons as reasonably required by the Board from time to time. The Company or its Affiliates will reimburse Executive for reasonable, documented, out-of-pocket travel expenses related to business-related travel to and from Executive’s primary residence and other locations as required by the Board, including commercial airfare (first-class or business-class only, but otherwise in accordance with the Company’s policies) and other customary travel expenses, subject to compliance with the Company’s applicable policies.
3. Compensation.
(a) Base Salary. The Company shall pay Executive a base salary in an amount of $600,000 per annum (as in effect from time to time, the “Base Salary”) during the Term, payable in accordance with the Company’s regular payroll practices as in effect from time to time.
(b) Annual Bonus. Executive will be eligible to receive an annual performance-based bonus of up to $700,000 per year (the “Annual Bonus”), subject to (i) the achievement of individual and Company performance criteria established by the Board in consultation with Executive, and (ii) Executive’s continued employment through the payment date. Executive’s actual annual bonus could be lower than or equal to the Annual Bonus, depending on the level of achievement of individual and company performance criteria, as determined by the Board in its discretion. The actual annual bonus, to the extent payable, will be paid as soon as practicable following the end of the fiscal year of the Company to which it relates (but in no event later than ninety (90) days following the end of such fiscal year), and 50% of any such actual annual bonus will be paid in cash and 50% in freely tradeable shares of Class A common stock of the Company, subject to trading restrictions under applicable securities laws and the Company’s insider trading policy, and applicable withholding. If such shares may not be sold due to insider trading restrictions or applicable securities laws, such shares will be net withheld by the Company to satisfy applicable withholding.
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(c) Long-Term Incentive Opportunities. In consideration of the services to be provided by Executive to the Company under this Agreement, the Company will grant to Executive an award of stock options to purchase Class A common stock of the Company pursuant to and subject to the terms and conditions of the Twenty One Capital, Inc. 2025 Stock Incentive Plan (as amended from time to time, the “Stock Incentive Plan”) in an amount and subject to such other terms as are mutually agreed between the Company and Executive as set forth in an award agreement to be entered into by the Parties (the “Initial Award”). After the third (3rd) anniversary of the grant date of the Initial Award, Executive will be eligible to receive equity incentive opportunities, consistent with Executive’s role as the Chief Executive Officer of the Company, as reasonably determined by the Board from time to time based on its good faith assessment of the equity compensation practices of companies that are similar to the Company in terms of industry and product or service offered, for their top executives and in consultation with Executive. To the extent permitted by applicable law, the Company will take all actions reasonably necessary under the Stock Incentive Plan to permit Executive to transfer (x) the options granted to him and forming part of the Initial Award, and (y) in Executive’s sole discretion, any equity awards granted by the Company to him in the future, in each case to a trust established for the benefit of Executive and Executive’s immediate family, and the Company will reasonably cooperate with Executive to facilitate any such transfer.
4. Employee Benefits.
(a) Employee Benefits and Perquisites. During the Term, Executive shall be eligible to participate in medical, dental, vision benefit plans and all other health and benefit plans, in each case, to the extent generally made available by the Company to its senior executives. Such benefits shall be subject to the applicable limitations and requirements imposed by the terms of such benefit plans and shall be governed in all respects in accordance with the terms of such plans as in effect from time to time.
(b) Paid Vacation. During the Term, Executive shall be entitled to four weeks of paid vacation per calendar year in accordance with the terms and conditions of the Company’s vacation policies as in effect from time to time.
(c) Reimbursement of Business Expenses and Legal Fees. The Company Group shall reimburse Executive for any expenses reasonably and necessarily incurred by Executive during the Term in furtherance of Executive’s duties and responsibilities hereunder, including travel, lodging, meals, entertainment, client development, professional memberships, and other business-related expenses upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt. The Company shall reimburse Executive for Executive’s legal fees incurred in connection with the review, negotiation and execution of this Agreement and any agreements referenced or related hereto up to a maximum of $25,000, which shall be paid within fifteen (15) days following the Company’s receipt of an invoice or receipt or other reasonable documentation of such fees and expenses, and shall not be subject to further review, approval, offset, reduction or delay (other than as required by applicable law).
(d) Security Services. The Compensation Committee of the Board and Executive will collaborate in good faith to establish a mutually acceptable security policy, providing Executive and Executive’s family, during the Term, with reasonably necessary personal and family security services at a level that is commensurate with Executive’s position and reasonable security needs (the “Security Services”). The Company shall pay the full cost of the Security Services. Following the termination of the Term for any reason, the Company will continue to provide Executive and Executive’s family with the Security Services during the six (6)-month period following such termination.
(e) Indemnification and Insurance. The Company will indemnify Executive and hold Executive harmless in accordance with, and subject to, the terms of the Company’s organizational documents, and to the extent permitted by applicable law. The Company will also cover Executive under the Company’s directors’ and officers’ liability insurance policies, on the same terms and conditions it covers any of its similarly situated officers and/or directors. In addition, following Executive’s termination of employment or service, the Company shall maintain, or cause to be maintained, directors’ and officers’ liability insurance (including any run-off or tail coverage) covering Executive for a period of not less than two (2) years with respect to matters arising from Executive’s employment or service, on terms and with limits no less favorable in the aggregate than those in effect immediately prior to such termination.
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(f) Financial Planning and Tax Services. The Company shall provide Executive with an annual allowance in the amount of $25,000 for Executive’s use in connection with financial planning, tax preparation, tax return review, and related tax and wealth management services provided to Executive by advisors selected by Executive. During each calendar year of the Term, the Company shall pay Executive such allowance in the first regularly-scheduled payroll following January 1 of such year, except that for 2026, the Company shall pay such allowance in the Company’s first regularly-scheduled payroll following the Effective Date.
5. Termination of Employment. Executive’s employment shall be terminated at the earliest to occur of the following: (i) the date on which the Company provides notice to Executive of termination for “Disability” (as defined below); (ii) the date of Executive’s death; (iii) the date on which Executive’s employment is terminated for “Cause” (as defined below); (iv) the termination date on the notice which the Company provides to Executive of termination without Cause; (v) the date which is at least thirty (30) days following the date on which Executive provides notice to the Company of his voluntary resignation other than for Good Reason (as defined below), provided, that the Company may, in its sole discretion, waive such notice period, in which case, Executive’s employment shall be terminated on such earlier date as determined by the Company in its sole discretion; or (vi) the date on which Executive’s employment terminates due to his resignation for Good Reason.
(a) For Cause; Resignation by Executive Other than for Good Reason. If during the Term Executive’s employment with the Company is terminated by the Company for Cause or as a result of Executive’s death or Disability, or Executive resigns his employment other than for Good Reason, Executive shall not be entitled to any further compensation or benefits other than, in each case if applicable as of the date of termination: (i) any accrued but unpaid Base Salary (payable as provided in Section 3(a) hereof); (ii) reimbursement for any expenses properly incurred prior to the date of termination and reported by Executive in accordance with Section 4(c) hereof, payable on the Company’s first regularly scheduled payroll date which occurs at least 10 business days after the date of termination; (iii) vested employee benefits, if any, to which Executive may be entitled under the Company Group’s employee benefit plans described in Section 4(a) and Section 4(b) as of the date of termination, payable as provided in such employee benefit plans and (iv) all other payments, benefits, or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan, program or grant or this Agreement payable in accordance with the applicable Company plan or policy, or pursuant to this Agreement, including, without limitation, provision of the Security Services as set forth in Section 4(d) and continued rights to indemnification as set forth in Section 4(e) (collectively, the “Accrued Rights”).
(b) Termination by the Company without Cause or Resignation for Good Reason; Death or Disability. If during the Term and after the Effective Date, Executive’s employment is terminated by the Company Group without Cause, Executive resigns his employment for Good Reason or Executive experiences a termination of employment as a result of his death or Disability, then Executive (or Executive’s estate, as applicable) shall be entitled to receive the Accrued Rights, and if (i) Executive (or Executive’s estate, as applicable) timely executes a release of claims in the form attached as Exhibit A hereto, subject to any revisions necessary to reflect changes in applicable law occurring after the date hereof (the “Release”), within the time period provided under the Release, and does not revoke the executed Release and (ii) Executive does not breach the restrictive covenants set forth in Section 6 hereof, then Executive shall receive the following:
(i) An amount in cash equal to twelve (12) months of Executive’s Base Salary, which amount shall be paid to Executive in equal installments in accordance with the Company’s regular payroll practices as in effect from time to time; provided, that for these purposes, Executive’s Base Salary will be equal to the Base Salary specified in this Agreement or, if greater, the Base Salary as in effect immediately prior to the date of termination, in each case disregarding any waiver of Base Salary by Executive;
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(ii) Provided that Executive timely elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for the twelve (12) calendar months immediately following the end of the calendar month in which the date of termination occurs, the Company shall pay Executive’s premiums for Executive’s continued coverage under the Company’s group health plans; provided, that, if the Company determines that such payments would cause adverse tax consequences to the Company or Executive or otherwise not be permitted under the Company Group’s health and welfare plans or under applicable law, the Company shall instead provide Executive with monthly cash payments during such twelve (12)-month period in an amount equal to the amount of the Company’s monthly contributions referenced above; provided, further, that such contributions shall cease to be effective as of the date that Executive obtains health and welfare benefits from a subsequent employer, and Executive agrees to notify the Company in the event that Executive obtains health and welfare benefits from a subsequent employer; and
(iii) Any rights with respect to equity awards that Executive might have under the applicable award agreements evidencing such equity awards will remain subject to the terms and conditions under such award agreements and the Company’s right to retroactively determine that a termination of employment is for Cause under Section 5(c) hereof.
(c) Retroactive Determination of Cause. If within four (4) months following the termination of Executive’s employment for any reason other than by the Company for Cause, at the time of such termination Executive’s employment could have been terminated by the Company for Cause, but only as to prongs (c), (e), (f) or (g) of the definition of Cause set forth in Section 5(d)(ii), the Company may determine that Executive’s employment shall be deemed to have been terminated for Cause retroactively to the date of termination; provided, however, that prior to making any such determination, the Company shall provide Executive with written notice within sixty (60) days after the Board determines the grounds for characterizing such termination as a for Cause termination, which notice shall set forth in reasonable detail the factual basis for the alleged Cause determination and the specific provision(s) of the Cause definition alleged to have been satisfied. Executive shall have the right, at Executive’s expense, to appear before the Board, with legal counsel of Executive’s choosing, and to present information and arguments regarding the matters described in such notice. The Board shall provide Executive with not less than forty-five (45) days following receipt of such notice to respond and appear before the Board; provided, further, that, with respect to prong (e), the violation must have resulted in material financial or reputational harm to the Company Group to qualify for a retroactive determination of Cause under this Section 5(c). If Executive does not so address the Board or if after such address by Executive, the Board determines that Cause still exists, then Executive’s employment shall be deemed to have been terminated for Cause retroactively to the date of termination of Executive’s employment. In addition, if subsequent to the termination date, Executive is convicted of, or enters a plea or nolo contendere to, a felony, which felony was committed during the period of employment or service at the Company, Executive’s employment shall be deemed to have been terminated for Cause retroactively to the termination date. In the event Executive’s termination is subsequently deemed to have been terminated for Cause, Executive shall immediately repay the Company any amounts received by the Executive pursuant to Section 5(b) hereof, except for the Accrued Rights.
(d) Definitions. For purposes of this Agreement:
(i) “Affiliate” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities (the ownership of more than 50% of the voting securities of an entity shall for purposes of this definition be deemed to be “control”), by contract or otherwise.
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(ii) “Cause” means any of the following events: (a) Executive’s willful misconduct or gross negligence in the performance of his duties to the Company or any of its Affiliates; (b) Executive’s intentional nonperformance or intentional failure to perform his material duties, or willful refusal to abide by or comply with the lawful directives of the Board in good faith; (c) Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, or breach of any other non-competition, non-solicitation, ownership of property and non-disparagement covenants, including without limitation, the restrictive covenants set forth under Section 6 hereof; (d) Executive’s material breach of this Agreement and any other material written agreement between Executive and the Company; (e) Executive’s material failure to comply with the Company’s written policies or rules, including without limitation, policies or rules regarding conflict of interest and code of conduct; (f) Executive’s fraud, embezzlement, theft or the misappropriation of funds, money, assets or other property of the Company or any of its Affiliates or business partners; (g) Executive’s willful misconduct and negligence resulting in any loss or misappropriation of or loss of access to, the Company’s or its subsidiaries’ material digital assets (including any such digital assets held by a custodian or other third-party on behalf of the Company or any of its subsidiaries), it being understood that a loss will not count as Cause, if the Board’s actions materially contributed to such loss or loss of access, excluding actions by Executive in his capacity as a member of the Board; (h) Executive’s conviction of, or Executive’s plea of “guilty” or “no contest” to, a felony; or (i) Executive’s willful and material failure to cooperate, after written request from the Company in good faith, with a governmental or internal investigation of the Company or its directors, officers or employees (including Executive), if the Company has in good faith requested Executive’s cooperation, provided, that, as to (a), (b), (d) and (e) above, if such action or breach is capable of being cured without resulting in financial or reputational harm to the Company or any of its Affiliates, Executive shall have thirty (30) days after his receipt of written notice of such action or breach to so cure; provided, that, Executive does not have the right to cure repeated breaches of the same particular conduct. For the avoidance of doubt, the Company acknowledges and agrees that Executive’s devotion of a portion of his business time and attention to Elektron prior to the closing of the Sale in accordance with the terms of this Agreement shall not give rise to Cause.
(iii) “Disability” means that, as reasonably determined by the Board in good faith, Executive is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof. The Company shall not terminate Executive’s employment for Disability unless it has first provided Executive with written notice of the basis for such determination and a reasonable opportunity to provide contrary medical evidence.
(iv) “Good Reason” means any of the following that occurs without Executive’s written consent and Executive resigns from the Company (and its successor, parent and any Affiliate thereof): (a) a material and adverse reduction in Executive’s duties, responsibilities, reporting relationships or title that is inconsistent with Executive’s position as the Chief Executive Officer of the Company (which shall include without limitation Executive’s removal from or failure to be appointed or elected (or as applicable, re-appointed or re-elected) as a member of the Board); (b) any reduction in Executive’s then-effective Base Salary or Annual Bonus; (c) the Company materially breaches any written agreement between the Company and Executive; and (d) any requirement that Executive ceases to work remotely.
In addition, for Good Reason to occur, all of the following requirements must be satisfied: (1) Executive must provide notice to the Company of Executive’s intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (a) through (d) above, providing specifics of the grounds for termination for Good Reason; (2) the Company will have sixty (60) days (the “Employer Cure Period”) from the date of such notice to remedy the condition and, if it does so, Executive may withdraw Executive’s resignation or may resign with no Good Reason; and (3) any termination of employment for Good Reason must occur within ten (10) days of the earlier of the expiration of the Employer Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in Executive’s notice. Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, Executive may assert Good Reason again subject to all of the conditions set forth herein.
(v) “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
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6. Restrictive Covenants.
(a) Acknowledgment. Executive agrees and acknowledges that, in the course of Executive’s employment, Executive will acquire access to and become acquainted with information about the Company or any of its Affiliates that is non-public, confidential or proprietary in nature. Executive acknowledges that the Company Group is in a highly competitive business and the success of the Company Group in the marketplace depends upon its goodwill and reputation, and that Executive shall continue to develop such goodwill and reputation of the Company Group. Executive agrees and acknowledges that reasonable limits on Executive’s ability to engage in activities competitive with the business of the Company Group are warranted to protect its substantial investment in developing and maintaining its status in the marketplace, reputation and goodwill. Executive recognizes that in order to guard the legitimate interests of the Company Group, it is necessary for it to protect all “Confidential Information” (as defined below) and the disclosure of Confidential Information would place the Company Group at a competitive disadvantage. Executive further agrees that Executive’s obligations under this Section 6 are reasonable and shall be absolute and unconditional.
(b) Confidential Information.
(i) During Executive’s employment and at all times following Executive’s termination of employment for any reason, Executive shall hold in the strictest confidence and will not, directly or indirectly, disclose, use, disseminate, reveal, lecture upon or publish any and all non-public information, matters and materials of the Company and any of its Affiliates, including, without limitation, know-how, trade secrets, customer lists, pricing policies, operational methods, information relating to products, processes, customers, services and other business and financial affairs, and information as to customers or other third parties (collectively, the “Confidential Information”), in each case to which Executive has had or may have access, subject to Section 6(h) below. Notwithstanding the foregoing, “Confidential Information” shall not include any information which is in the public or industry domain during Executive’s employment or becomes publicly known or made generally available at any time through no wrongful act of Executive. Upon the termination of Executive’s employment for any reason or upon the request of the Company at any time, Executive shall deliver to the Company all documents, papers and records (including, but not limited to, electronic media) in Executive’s possession or subject to Executive’s control that (x) belong to the Company or its Affiliates or (y) contain, reflect or relate to, directly or indirectly, any Confidential Information concerning the Company or any of its Affiliates. To the extent such documents, papers and records are stored or maintained on any personal computer, email, cloud account, or other storage device and cannot be returned to the Company in their entirety, Executive agrees to permanently delete such materials upon the instruction of the Company.
(ii) During the Term, Executive agrees that he will not disclose to the Company, use in the Company’s business, or cause the Company to use, any information or material which is a trade secret, or confidential or proprietary information, of any third party, including, but not limited to, any former employer, any competitor or any client, unless the Company has a right to receive and use such information or material. Executive agrees that he will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or other entity to whom Executive has an obligation of confidentiality unless consented to in writing by that former employer or entity. Executive further agrees that he will comply with the terms of any confidentiality agreement or similar type of agreement with, any former employer or other entity to the extent that its terms are lawful under applicable law. Without limiting the generality of the foregoing, to the extent Executive is bound by any lawful non-disclosure obligations to, a former employer or other entity, Executive represents that he has complied, and agrees that he will continue to comply, with such obligations in connection with his employment with the Company. Moreover, Executive agrees to fully indemnify the Company and its Affiliates, and each of its and their respective directors, officers, agents, employees, investors and shareholders, successors and assigns, for all verdicts, judgments, settlements, and other losses (excluding attorneys’ fees and costs) incurred by any of them resulting from his willful breach of his obligations in this Section 6(b)(ii), as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, to the fullest extent permitted by law. Notwithstanding anything to the contrary set forth herein, the Company acknowledges and agrees that Executive may provide a copy of this Agreement to the Board of Directors of Elektron.
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(c) Non-Competition and Non-Solicitation. Executive will not, whether for Executive’s own account or for any other Person, directly or through others, without the prior written consent of the Company, with or without compensation:
(i) During Executive’s employment and for a period of twelve (12) months after Executive’s employment ends for any reason (collectively, the “Restrictive Period”), engage in Competition with the Company Group. For purposes of this Agreement, (1) “Competition” means (A) holding an equity (including stock options whether or not exercisable), voting or profit participation interest in, (B) participating, directly or through others, as an individual proprietor, officer, employee in a management or executive-level role, partner or director of, or (C) providing consulting, advisory, business, investment, strategic, sales, financial, operational, technical or design advice or services (in each case, to the extent that Executive provided such advice or services to the Company Group at any time during Executive’s employment with the Company Group) to, in each case, any Competitive Business within the United States and any country in which the Company Group operates or in which its services are available; provided, however, that “Competition” shall not include the Permitted Activities. In addition, “Competition” shall not include the performance of services for any enterprise to the extent such services are restricted solely to one or more distinct portions of the operations and businesses of such entity and such distinct portions are not engaged in the Competitive Business or do not supply product to the Company Group for the Competitive Business, and Executive does not have any discussions with, or participate in, the governance, strategy, development, management or operations of such business segments that engage in the Competitive Business or supply product to the Company Group for the Competitive Business; provided, further, that Executive may (i) own a passive equity interest of less than five (5) percent in privately managed funds that may invest in companies engaged in the Competitive Business, so long as (x) such privately managed funds are not sector funds or specialty funds established for the purpose of investing in the digital asset sector or related sectors and/or whose investments are not primarily concentrated in the digital asset sector or related sectors and (y) Executive does not provide any advice or service to such privately managed funds or otherwise have the ability to exercise any control or managerial influence, directly or indirectly, over the investment decisions of such funds, (ii) own, solely as a passive investment, an equity interest representing less than five percent (5%) of any class of outstanding securities of a publicly traded entity, provided, that, such entity is not directly a Competitive Business, (iii) manage personal investment activities described in (i) and (ii) through any family office, investment vehicle, trust, or similar arrangement controlled by or established for the benefit of Executive or Executive’s family, (iv) own a passive equity interest in exchange-traded funds, mutual funds or similar investments vehicles, in each case that (x) are registered with the U.S. Securities and Exchange Commission and (y) are not sector funds or specialty funds or other investment vehicles established for the purpose of investing in companies that have implemented or have announced the implementation of a digital asset treasury strategy and/or whose investments are not primarily concentrated in such companies, or (v) hold an equity or securities interest in any other activity, business, investment, service, or undertaking that is not competitive with the business conducted by the Company from time to time. For purposes of this Agreement, a “Competitive Business” means any business or activity, that is the same as or similar to, or otherwise competitive with, the actual business of the Company or any of its subsidiaries, including: (A) acquiring, managing or holding digital assets as a principal line of business; (B) creating, distributing, licensing or otherwise commercializing or monetizing educational or branded content to promote digital assets literacy or adoption; or (C) offering digital assets-focused financial services, such as advisory, lending or structured products tied to digital assets, or any business in which the Company has taken concrete steps (including, without limitation, through Board resolutions) to engage in as of the date of Executive’s termination of employment with the Company; provided, that, none of the following shall be considered the engagement by Executive in a Competitive Business: (x) Executive’s provision of services to, investment in, or other involvement with Tether Investments, S.A. de C.V., a Salvadoran limited liability corporation with variable capital (“Tether”) and any of the direct or indirect affiliates or group companies of Tether, (y) any activities approved by the Board from time to time, and (z) the provision by Executive of any Permitted Activities;
(ii) During the Restrictive Period: solicit, divert, take away or attempt to solicit, divert or take away any of the customers, prospective customers or suppliers or any other business contacts of the Company or any of its Affiliates with whom Executive had contact, or about whom Executive received or had access to Confidential Information, during Executive’s employment with the Company Group;
(iii) During the Restrictive Period: solicit, retain, knowingly hire, knowingly offer to hire, entice away or in any manner persuade or attempt to persuade any officer, employee or agent of the Company or any of its Affiliates who was employed, engaged or recruited during Executive’s employment with the Company Group to discontinue his or her relationship with the Company or any of its Affiliates; provided, however, that this Section 6(c)(iii) shall not be breached by a solicitation to the general public, through general advertising, through search firms not directed to target such persons, or similar broad-based recruiting efforts.
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(d) Intellectual Property. All copyrights, trademarks, trade names, service marks, patents, trade secrets, ideas (whether or not protectible under trade secret laws), inventions, improvements, information or data, concepts, processes, methods, techniques and other intangible or intellectual property rights (collectively, the “Inventions”) that are invented, conceived, developed, created, enhanced or reduced to practice by Executive (whether solely or jointly with others) during Executive’s employment with the Company Group that either (i) relate to the business of the Company or any Affiliate thereof or (ii) result from any work performed by Executive solely for the Company or any such Affiliate (“Company Inventions”) shall be the sole property of the Company or its applicable Affiliate, as the case may be, and Executive hereby waives any right or interest that Executive may otherwise have in respect thereof. In accordance with Texas law, this Agreement and the foregoing definition of “Company Inventions” do not apply to, and Executive has no obligation to assign to the Company, an Invention that relates to Executive’s employment with Elektron prior to the closing of the Sale or for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the Invention relates (A) to the business of the Company or any Affiliate thereof, or (B) to the Company or any Affiliate’s actual or demonstrably anticipated research and development, or (ii) the Invention results from any work performed by Executive for the Company or any such Affiliate. For clarity, “Company Inventions” also exclude any Inventions resulting from any Permitted Activities by Executive for Elektron.
Executive hereby irrevocably assigns to the Company or any such Affiliate all of Executive’s right, title and interest in and to the Company Inventions and waives any right or interest that Executive may otherwise have in respect of any Company Inventions. Executive shall promptly disclose and describe to the Company all Company Inventions. Upon request of the Company, Executive shall execute, acknowledge and deliver any assignment or other instrument or document reasonably necessary or appropriate to give effect to this Section 6(d) and do all other acts and things reasonably necessary, at the Company’s or the applicable Affiliate’s expense, to enable the Company or its applicable Affiliate, as the case may be, to exploit the same or to obtain or perfect their rights with respect thereto.
(e) Non-Disparagement. Executive and the Company agree that neither party shall, directly or indirectly, make or publish any statement, whether oral or written that is intended to defame, disparage, libel, slander, denigrate, ridicule, criticize or otherwise harm the reputation of the other party. For purposes of this Section 6(e), the Company shall instruct its executive officers and members of the Board to comply with the foregoing restriction. The Company further agrees that neither it nor its executive officers or members of the Board shall make any disparaging or defamatory statements regarding or Executive’s employment or separation from employment. Notwithstanding the preceding, nothing in this Section 6(e) shall prohibit Executive, the Company or any of their respective representatives from (i) conferring confidentially with legal, tax, or other professional advisors, (ii) making truthful statements as required by law or legal process, in the proper performance of each parties duties to the other party, or to enforce any written agreement to which Executive and the Company are party, (iii) providing truthful information to any governmental entity, self-regulatory authority, or court, or (iv) making truthful statements in connection with the enforcement of any rights or obligations under this Agreement or any other agreement between the parties. Nothing in this section is intended to, and shall not, restrict or limit Executive from exercising Executive’s protected rights under Section 6(i) hereof, or restrict or limit Executive from providing information in response to a subpoena or other legal process, to any governmental entity or self-regulatory authority, or in the event of litigation between Executive and the Company or any of its Affiliates, or prohibit Executive from making statements or engaging in any other activities or conduct protected by the National Labor Relations Act. Nothing in this Section 6(e) is intended to, nor shall it, restrict or limit any legally protected rights of Executive or the Company.
(f) Compliance with Obligations. Executive represents and covenants that (i) Executive has made the Company Group aware of any contract or other arrangement with any present or past employer that restricts Executive’s ability to be employed by and/or solicit clients, investors, employees or other third parties on behalf of the Company Group, including his contract of employment with Elektron and his obligations as a continuing employee of Elektron; (ii) Executive has not disclosed to the Company Group any information with respect to which Executive owes any obligation of confidentiality or non-use to any previous employer; (iii) Executive has fully complied with Executive’s contractual and common law obligations to all present and past employers and persons to whom Executive has provided services; and (iv) Executive’s execution of this Agreement and employment by the Company Group does not require Executive to violate, and Executive has not violated and will not violate, any such obligation. Executive represents and covenants that Executive will be bound by and comply with the policies, procedures and practices of the Company Group in effect from time to time during Executive’s employment with the Company Group, subject to his continued obligations to Elektron through the closing of the Sale.
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(g) Modification. The parties agree and acknowledge that the duration, scope and geographic area of the covenants described in this Section 6 are fair, reasonable and necessary in order to protect the goodwill and other legitimate interests of the Company Group, that adequate consideration has been received by Executive for such obligations, and that these obligations do not prevent Executive from earning a livelihood. If, however, for any reason any arbitrator or court of competent jurisdiction determines that the restrictions in this Section 6 are not reasonable, that consideration is inadequate or that Executive has been prevented unlawfully from earning a livelihood, such restrictions shall be interpreted, modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 6 as will render such restrictions valid and enforceable.
(h) Remedies for Breach. The Parties agree that the restrictive covenants contained in this Agreement are severable and separate, and the unenforceability of any specific covenant herein will not affect the validity of any other covenant set forth herein. Executive acknowledges that the Company Group will suffer irreparable harm as a result of a material breach of such restrictive covenants by Executive for which an adequate monetary remedy does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of any actual or threatened material breach by Executive of any provision of this Section 6, the Company shall, in addition to any other remedies permitted by law, be entitled to seek to obtain remedies in equity, including, without limitation, specific performance, injunctive relief, a temporary restraining order, and/or a permanent injunction in any court of competent jurisdiction in aid of arbitration (each, an “Equitable Remedy”), to prevent or otherwise restrain a material breach of this Section 6, without the necessity of proving damages, posting a bond or other security, and Executive hereby consents to the entry of such relief against him and agrees not to contest such entry. Such relief shall be in addition to and not in substitution of any other remedies available to the Company. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of said covenants.
(i) Permitted Disclosures. Executive is hereby notified that, pursuant to the U.S. Defend Trade Secrets Act of 2018, 18 U.S.C. §1833(b), Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company Group that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (1) files any document containing the trade secret under seal, and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between Executive and any member of the Company Group will prohibit or restrict Executive from (i) voluntarily communicating with an attorney retained by Executive, (ii) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any other state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the Company Group, or otherwise initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by such government agency, (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, (iv) disclosing any Confidential Information to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company Group prior to any such disclosure to the extent legally required), (v) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled, (vi) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company Group, or (vii) making truthful statements or disclosures regarding unlawful employment practices. In addition, it is understood that this Agreement shall not require Executive to notify the Company or any of its Affiliates of a request for information from any governmental entity or self-regulatory authority that is not directed to the Company or any of its Affiliates or of Executive’s decision to file a charge or complaint with or participate in an investigation conducted by any governmental entity or self-regulatory authority. Notwithstanding the foregoing, Executive recognizes that, in connection with the provision of information to any governmental entity or self-regulatory authority, Executive must inform such governmental entity or self-regulatory authority that the information Executive is providing is confidential. Despite the foregoing, Executive is not permitted to reveal to any third party, including any governmental entity or self-regulatory authority, information Executive comes to learn during Executive’s service to the Company Group that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. Each of the Company and any of its Affiliates does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.
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(j) Consultation with Attorney; Voluntary Agreement. Executive hereby acknowledges that (i) Executive has been advised to consult with an attorney of Executive’s choosing prior to signing this Agreement, including the non-competition and non-solicitation covenants set forth in Section 6(c), (ii) Executive has been given the opportunity to seek the advice of counsel, (iii) Executive has carefully read and fully understands all of the provisions of this Agreement, (iv) Executive is entering into this Agreement knowingly, freely and voluntarily, and (v) Executive has the full power, capacity and authority to enter into this Agreement.
7. Assignment. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder incurred prior to such assignment. Neither this Agreement, nor any of the Company’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive, and any such attempted assignment or hypothecation shall be null and void. The Company may assign any of its rights hereunder, in whole or in part, to any successor or assign.
8. Arbitration.
(a) Except as otherwise set forth in Section 6 of this Agreement, the Company and Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims between them including, without limitation, (i) any dispute, controversy or claim related in any way to Executive’s employment with the Company or any termination thereof, (ii) any dispute, controversy or claim of alleged discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability) and (iii) any claim arising out of or relating to this Agreement or the breach thereof (collectively, “Disputes”); provided, however, that nothing herein shall require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement; provided, further, that notwithstanding anything to the contrary herein, Executive may, but is not required to, arbitrate claims for sexual harassment or assault to the extent applicable law renders a pre-dispute arbitration agreement covering such claims invalid or unenforceable. All Disputes shall be resolved exclusively by arbitration administered by the American Arbitration Association (“AAA”) under the AAA Employment Arbitration Rules and Mediation Procedures then in effect (the “AAA Rules”).
(b) Any arbitration proceeding brought under this Agreement shall be conducted in the mutually agreed-upon location before one arbitrator selected in accordance with the AAA Rules. The Company will pay for any administrative or hearing fees charged by the arbitrator or AAA. Each party to any Dispute shall pay its own expenses, including attorneys’ fees; provided, that, the arbitrator shall award the prevailing party reasonable costs and attorneys’ fees incurred but shall not be able to award any special or punitive damages. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law.
(c) Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed from in any court of competent jurisdiction. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.
(d) It is part of the essence of this Agreement that any Disputes hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no Party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as may be required by any legal process, as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award or as may be permitted by the arbitrator for the preparation and conduct of the arbitration proceedings. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.
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9. General.
(a) Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email; or (iv) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9(a)):
To the Company:
Final Av. La Revolucion, Colonia San Benito, Edif. Centro,
Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San
Salvador, Municipio de San Salvador Centro, Republica de El Salvador
Attn: Investments Legal
Email: [email protected] (copy to [email protected])
with a copy (which will not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
22 Bishopsgate,
EC2N 4BQ London
Attn: Lorenzo Corte // Maria Protopapa
Email: [email protected] // [email protected]
To Executive:
At the address shown in the Company’s personnel records.
(b) Entire Agreement. This Agreement (including any Exhibits hereto) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and, effective as of the Effective Date, supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter hereto.
(c) Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
(d) Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by all of the parties hereto. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(e) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.
(f) Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement, including without limitation, the provisions of Section 6 hereof.
(g) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(h) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.
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(i) Withholding. All compensation payable to Executive pursuant to this Agreement shall be subject to any applicable statutory withholding taxes and such other taxes as are required or permitted under applicable law and such other deductions or withholdings as authorized by Executive to be collected with respect to compensation paid to Executive.
(j) Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company Group within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company Group during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.
(k) 280G Payments. In the event that any payment or benefit received or to be received by Executive, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject, in whole or in part, to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the Total Payments may, if Executive elects so, be reduced (in a manner complying with Code Section 409A), but only to the extent that Executive would retain a greater amount on an after-tax basis than Executive would retain absent such reduction, such that the value of the Total Payments that Executive is entitled to receive will be $1 less than the maximum amount which Executive may receive without becoming subject to the Excise Tax.
(l) No Mitigation. The Company agrees that, upon termination of Executive’s employment hereunder, Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to Executive by the Company Group under this Agreement or otherwise. Further, no payment or benefit provided for in this Agreement or elsewhere shall be reduced by any compensation earned by Executive as the result of employment by another employer.
(m) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
10. Executive Representation and Acceptance. By signing this Agreement, Executive hereby represents that Executive is not currently under any contractual obligation to work for another employer (other than as the chief executive officer of Elektron) and that Executive is not restricted by any agreement or arrangement from entering into this Agreement and performing Executive’s duties hereunder.
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IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto have executed and delivered this Agreement as of the year and date first above written.
| TWENTY ONE CAPITAL, INC. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel | |
| EXECUTIVE | ||
| By: | /s/ Raphael Zagury | |
| Name: | Raphael Zagury | |
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Schedule A
Permitted Activities
| 1. | Voting member of the Board of Directors of Ocean Pool, appointed as a Tether-designated director on behalf of Tether or one of its affiliates. |
15
Exhibit A
Form of General Release of Claims1
This General Release of Claims (this “Agreement”) is entered into by Twenty One Capital, Inc. (the “Company”), and Raphael Zagury (or, his estate, as applicable, “Executive”) on the below-indicated date.
WHEREAS, Executive is party to an Employment Agreement dated as of July 20, 2026 (the “Employment Agreement”), that provides Executive certain severance and other benefits in the event of certain terminations of Executive’s employment;
WHEREAS, Executive’s employment has so terminated; and
WHEREAS, pursuant to Section 5(b) of the Employment Agreement, a condition precedent to Executive’s entitlement to certain severance and other benefits thereunder is his timely agreement to, and non-revocation of, this Agreement.
NOW, THEREFORE, in consideration of the severance and other benefits provided under Section 5(b) of the Employment Agreement, the sufficiency of which Executive hereby acknowledges, Executive agrees as follows:
1. General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns (the “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, managers, officers, directors, stockholders, partners, employees, agents, representatives, advisors and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or any of the other Releasors ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever, (i) arising from the beginning of time up to the date Executive executes this Agreement, including, without limitation, any such Claims (A) relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) arising out of or relating to tort, fraud or defamation, and (C) arising under any federal, local or state statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act, the Texas Labor Code, the Texas Commission on Human Rights Act, and the Texas Workers’ Compensation Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.
2. Acknowledgment of Wages Paid and No Other Amounts Due. Except as otherwise provided herein and in the Employment Agreement, Executive acknowledges that he or she has been paid any and all wages, salary, commissions or other amounts due from the Company and its Affiliates (as defined in the Employment Agreement), including wages for all hours worked, and that no other amounts are due to Executive from the Company.
| 1 | This form may need to be revised depending on the specific circumstances of the termination and the legal requirements at that time. Any revisions will be made in good faith by mutual agreement of the Company and Executive. |
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3. Exceptions to General Release of Claims. Nothing contained in this Agreement shall in any way diminish or impair: (i) any Claims Executive may have that cannot be waived under applicable law, (ii) Executive’s rights under this Agreement, or under the applicable award agreements evidencing the equity awards held by Executive (subject to the terms and conditions thereunder)2, and to severance and other benefits provided under the Employment Agreement, (iii) any rights Executive may have to vested benefits under health, welfare and tax qualified retirement employee benefit plans, (iv) any rights Executive may have as a shareholder of the Company, if applicable, or (v) any rights Executive may have to indemnification from the Company or coverage under any director and officer liability insurance policy. The Company acknowledges and agrees that this Agreement does not preclude Executive from filing any charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other governmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency. Executive does not need prior authorization from the Company or any member of the Company Group to make any such reports or disclosures and except as may otherwise be required by applicable law, is not required to notify the Company that Executive has made such reports or disclosures. This Agreement does not limit Executive’s right to receive an award for information provided to any governmental agency or entity.
4. Affirmations. Executive affirms that he or she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Company or the other Releasees in any forum or form. Executive furthermore affirms that Executive has no known workplace injuries or occupational diseases, and has been provided and has not been denied any leave requested under the Family and Medical Leave Act. Executive disclaims and waives any right of reinstatement with the Company and its Affiliates. Executive additionally affirms that this Agreement was freely negotiated and entered into without fraud, duress, or coercion, with full knowledge of its significant effects and consequences.
5. Restrictive Covenants. Executive acknowledges and agrees that each of the restrictive covenants to which Executive is subject as of the date hereof (including without limitation, the provisions set forth in Section 6 of the Employment Agreement) shall continue to apply in accordance with their terms for the applicable periods with respect thereto.
6. Protected Activity. Notwithstanding anything herein to the contrary, this Release shall not:
(a) preclude Executive from disclosing or discussing information lawfully acquired about wages, hours or other terms and conditions of employment if used for purposes protected by Section 7 of the National Labor Relations Act such as joining or forming a union, engaging in collective bargaining or engaging in other concerted activity for the mutual aid or protection of employees; or
(b) limit Executive’s rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and Executive does not need any Releasee’s permission to do so. In addition, it is understood that this Release shall not require Executive to notify any Releasee of a request for information from any governmental entity or self-regulatory authority that is not directed to the Company or its Affiliates or of Executive’s decision to file a charge or complaint with or participate in an investigation conducted by any governmental entity or self-regulatory authority. Notwithstanding the foregoing, Executive recognizes that, in connection with the provision of information to any governmental entity or self-regulatory authority, Executive must inform such governmental entity or self-regulatory authority that the information Executive is providing is confidential. Despite the foregoing, Executive is not permitted to reveal to any third party, including any governmental entity or self-regulatory authority, information Executive came to learn during Executive’s service to the Company or its Affiliates that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. Neither the Company nor any of its Affiliates waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. In addition, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit pertaining to the Claims filed by Executive or anyone else on Executive’s behalf (whether involving a governmental entity or not); provided, that, Executive is not agreeing to waive, and this Release shall not be read as requiring Executive to waive, any rights Executive may have to receive any bounty or monetary award from any governmental entity or regulatory or law enforcement authority in connection with information provided to any governmental entity or other protected “whistleblower” activity.
| 2 | To be revised to align with any specific entitlements applicable at the time of termination. |
17
7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).
8. No Admission of Wrongdoing. The parties agree that neither this Agreement nor the furnishing of the consideration set forth in the Employment Agreement shall be deemed or construed at any time for any purpose as an admission by any party of any liability, wrongdoing or unlawful conduct of any kind.
9. Consultation With Attorney; Voluntary Agreement. Executive acknowledges that (a) the Company has advised Executive of Executive’s right to consult with an attorney of Executive’s own choosing prior to executing this Agreement, (b) Executive has carefully read and fully understands all of the provisions of this Agreement, (c) Executive is entering into this Agreement, including the releases set forth in Section 1, knowingly, freely and voluntarily in exchange for good and valuable consideration and (d) Executive would not be entitled to the benefits described in the applicable sections of the Employment Agreement in the absence of this Agreement.
10. Revocation. Executive acknowledges that Executive has been given ___ [21 or 45 depending on the type of termination]3 calendar days to consider the terms of this Agreement, although Executive may sign it sooner. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original [21/45] calendar day consideration period. Executive shall have seven calendar days from the date on which Executive signs this Agreement to revoke Executive’s consent to the terms of this Agreement by providing notice to the Company in accordance with Section 9(a) of the Employment Agreement. Notice of such revocation must be received within the seven calendar days referenced above. In the event of such revocation by Executive, this Agreement shall not become effective and Executive shall not have any rights under Section 5(b) of the Employment Agreement. Provided that Executive does not revoke this Agreement within such seven-calendar day period, this Agreement shall become effective on the eighth calendar day after the date on which Executive signs this Agreement.
| 3 | To be included if required. |
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18
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto have executed and delivered this Agreement as of the date written below.
| TWENTY ONE CAPITAL, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| EXECUTIVE | ||
| By: | ||
| Name: | ||
[SIGNATURE PAGE TO THE GENERAL RELEASE OF CLAIMS]
19
Exhibit 99.1
TWENTY ONE
111 Congress Avenue, Suite 500
Austin, Texas 78701, United States
Twenty One Capital Appoints Raphael Zagury as Chief Executive Officer
Mr. Zagury to Lead Company's Next Phase of Building a Bitcoin-Native Operating Company
XXI Unveils Refreshed Strategic Priorities Focused on Cash Flow Generation and Disciplined Capital Allocation
AUSTIN, Texas – July 21, 2026 – Twenty One Capital, Inc. (“Twenty One” or “XXI”) (NYSE: XXI) today announced that its Board of Directors has appointed Raphael Zagury as Chief Executive Officer, effective July 20. Mr. Zagury succeeds Jack Mallers, who is stepping down to focus on Strike during its next phase of growth. He and Mr. Mallers are working together to ensure an orderly transition.
Mr. Zagury founded and leads the team managing Elektron Energy (“Elektron”), a large-scale Bitcoin mining and infrastructure company recognized as one of the largest and most efficient Bitcoin operating businesses in the world. He began his career on Wall Street, serving roles including as a Managing Director at Deutsche Bank and Merrill Lynch and a Vice President at Goldman Sachs. He went on to co-found the boutique investment bank One Partners, and later co-founded OpenCo, at the time one of Brazil's largest fintech lenders, where as CFO he led capital raises backed by SoftBank, IFC, and LTS Investments. He holds an MBA from Yale University and a B.A. in Economics from IBMEC.
Mr. Zagury has served as an independent director of the Board and as interim chair of its Audit Committee, as well as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Although he has resigned from each committee, effective July 15, Mr. Zagury will continue on the Board as a director.
“Twenty One holds one of the largest Bitcoin balance sheets in the public markets,” said Raphael Zagury, Chief Executive Officer of Twenty One Capital. “My job is to build the operating company around it, with the discipline, governance, and executional rigor of an institution. I believe our business will perform best when we also focus on the cash flow we generate and the rigor with which we allocate capital, not only by the Bitcoin we hold.”
Paolo Ardoino, CEO of Tether and Twenty One Capital Board Member added, “On behalf of the Board of Directors, I would like to thank Jack for his vision and leadership in founding Twenty One Capital, and for guiding the Company through its business combination and successful listing on the New York Stock Exchange in December 2025.”
“I’m grateful to everyone at XXI and everyone who believed in what we built,” said Jack Mallers. “Serving Bitcoiners has always been the mission, and that doesn't change. Strike is where I carry it forward.”
Refreshed Strategic Priorities
Twenty One's strategy is focused on building a Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital markets capabilities, and Bitcoin-based financial services. To execute this strategy and drive long-term shareholder value, the Company is focused on five strategic priorities:
| ● | Corporate Structure and Governance: Continue to build the organizational, governance, reporting, and control infrastructure of an institutional-grade public company, and set the foundation required to responsibly steward one of the largest Bitcoin balance sheets in the public markets and to earn the trust of long-term shareholders. |
| ● | Operating Businesses: Build and acquire high-quality operating businesses that leverage Twenty One's balance sheet while maintaining disciplined capital allocation at the parent company and create a long-term ownership model inspired by Berkshire Hathaway that is built on long-term-duration capital and disciplined reinvestment. |
| ● | Capital Markets: Expand the Company's capital markets capabilities through new financing structures and, over time, develop Bitcoin-backed financial products supported by durable operating cash flows. |
| ● | Mergers & Acquisitions: Apply a disciplined acquisition framework in which the expected return on any acquisition of businesses, infrastructure, or talent is accretive, using Bitcoin as the Company's investment benchmark. |
| ● | Lending and Credit: Build a Bitcoin-native lending and credit platform that enables Bitcoin holders to access liquidity without selling their assets while generating attractive risk-adjusted returns. |
Transaction Update
As previously announced on April 29, 2026, Twenty One was contemplating an operating strategy centered on the potential consolidation of Twenty One, Strike, and Elektron Energy into a single Bitcoin-native platform spanning financial services, mining infrastructure, capital markets, and treasury. In connection with today's leadership transition, Twenty One confirmed that Strike plans to remain a standalone business and is no longer being considered for a business combination with Twenty One. The proposed combination of Twenty One Capital with Elektron remains under evaluation and if Twenty One pursues any acquisition of Elektron, any such transactions would constitute related person transactions that would be subject to review and approval in accordance with our related person transaction policy and applicable provisions of the Texas Business Organizations Code. The proposed transaction remains at a preliminary stage, and there is no assurance that a definitive agreement will be signed or that any transaction will be approved or completed.
About Twenty One
Twenty One is a Bitcoin-focused operating company. Designed to pair one of the largest Bitcoin treasuries in the public markets with operating businesses, Twenty One aims to provide shareholders with direct, capital-efficient exposure to Bitcoin through a growing Bitcoin-native platform. For more information, visit https://investors.xxi.money/.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding Twenty One's leadership transition; its ability to build a Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital markets capabilities, and Bitcoin-based financial services; the metrics Twenty One will use to measure its success; Twenty One’s operating and financial performance; its ability to drive execute its strategy and drive long-term shareholder value; Twenty One’s strategic priorities on corporate structure and governance, operating businesses, capital markets, mergers and acquisitions and lending and credit; Twenty One's proposed combination with Elektron and the process for execution, timing, terms, or likelihood of completion of any transaction. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause actual future events, results, or achievements to be materially different from the Company's expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in Twenty One's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 13, 2026, and in Twenty One's other filings with the SEC. Forward-looking statements speak only as of the date of this press release, and Twenty One assumes no obligation to update such forward-looking statements, except as required by law.
XXI intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on XXI's website. As a result, XXI encourages investors and others interested to review the information that it posts and to monitor such portions of XXI's website and social media channels on a regular basis, in addition to following XXI's press releases, SEC filings, and public conference calls and webcasts. The contents of XXI's website and social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Media and Investor Contact:
Media Contact:
KCSA Strategic Communications
Kristin Cwalinski
Investor Relations:
KCSA Strategic Communications
Jack Perkins
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