American Battery Tech Co (ABAT)

[pcjockey]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2022, American Battery Technology Company (the “Company”) and its Chief Executive Officer and Chief Technical Officer, Ryan Melsert, entered into an Executive Employment Agreement (the “Agreement”). Under the Agreement, Mr. Melsert will continue to serve as the Company’s Chief Executive Officer and Chief Technical Officer.

The Agreement is effective as of August 1, 2022, and will continue for two years thereafter. Pursuant to the Agreement, Mr. Melsert’s annual salary is $425,000, which at Mr. Melsert’s election can be reduced to $325,000 per year through December 31, 2022, in exchange for 60,000 restricted stock units (“RSUs”) that shall fully vest on January 1, 2023. Mr. Melsert will also be eligible to receive performance-based bonuses tied to specific strategic milestones at 75% of his annual salary, $1,000,000 in RSUs and $3,000,000 in warrants with a five-year expiration and exercise price as calculated by Black-Scholes at the time of the grant. The performance-based bonuses will be pro-rated according to the specific weight of each milestone.

If, during the term of the Agreement, the Company terminates Mr. Melsert’s employment without Cause (as defined in the Agreement), the Company will pay Mr. Melsert severance (i) equal to 12 months of his salary at the time of termination and (ii) 12 months of payment for his COBRA coverage (the “Severance”). The Company may at its discretion also provide Mr. Melsert with a salary continuation for up to an additional 12 months. The Company’s obligation to pay Mr. Melsert any of the Severance is conditioned upon his compliance with the terms of his Agreement and executing an irrevocable release in favor of the Company from any and all liability and claims regarding his employment with the Company.

Under the Agreement, Mr. Melsert is making non-compete covenants that apply during his employment and for the initial 12-month period, (or up to an additional 12-month period, totaling 24 months) following termination of his employment as defined in the Agreement.

The foregoing summary of the Agreement is not complete. Reference is made to the text of the Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.