LEFTERIS ACQUISITION CORPORATION STRATEGIC SERVICES AGREEMENT
Exhibit 10.8
LEFTERIS ACQUISITION CORPORATION
This Strategic Services Agreement (“Agreement”)
is entered into by and between Lefteris Acquisition Corporation, a Delaware corporation (the “Company”), and Xxx X. Xxxxxxxx (“Xxxxxxxx”) and each of the Company and Xxxxxxxx, a “Party”, and, collectively, the “Parties”). This Agreement is entered into as of October 12, 2020 (the “Effective
Date”).
WHEREAS, the Company desires to engage Xxxxxxxx and Xxxxxxxx desires to be engaged by the Company on the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. SERVICE. Beginning as of the Effective Date and until this Agreement is terminated as provided in Section 3, Xxxxxxxx agrees to serve as the Chief Financial Officer and the Chief Corporate
Development Officer of the Company. Xxxxxxxx’x service with the Company will be on the terms and subject to the conditions set forth in this Agreement. Xxxxxxxx will report to the Chair of the Board of Directors of the Company (the “Board”) and will also be required to report to the Audit Committee of the Board on a regular basis. During the period of his service, Xxxxxxxx will perform his
duties faithfully and to the best of his ability and will devote the majority of his business time to the Company. In addition, Xxxxxxxx will present any and all opportunities in the wealth/financial technology sectors to the Board before pursuing
any such opportunities on his own behalf or on behalf of any other person and, during Xxxxxxxx’x service with the Company, will not perform services for any other special purpose acquisition company (“SPAC”) or with any private equity or similar fund or company in the wealth/financial technology sector. Notwithstanding the foregoing, Xxxxxxxx will be permitted to continue his personal investing in PSL
Capital Partners LLC and Charm LLC, as well as pursue fundraising activities for Cardinal Blue Capital, in any case, provided that such activities to not relate to the wealth/financial technology sector.
2. COMPENSATION; BENEFITS. During the period of his service, Xxxxxxxx’x annual base rate of compensation will be $350,000 per annum, payable on a semi-monthly or monthly basis, in the discretion of
the Company (with the first payment of base compensation following the Effective Date to include all amounts of base compensation that would have been paid during the period beginning on August 16, 2020 and ending on the Effective Date). In
addition, the Company will reimburse Xxxxxxxx for reasonable travel and other business expenses incurred by him in connection with the performance of his services hereunder. Xxxxxxxx will not be entitled to any other compensation for his services to
the Company, and will not be entitled to participate in any benefit plans, programs, policies or other arrangements of the Company.
3. TERMINATION AND NOTICE OF TERMINATION. Xxxxxxxx’x service may be terminated by Xxxxxxxx by giving thirty (30) days’ advance written notice to the Company, and may be terminated by the Company for
“Cause” immediately upon written notice to Xxxxxxxx. Upon a termination of Xxxxxxxx’x service by Xxxxxxxx, he agrees to provide appropriate transition services to the Company during such thirty (30)-day notice period. Unless otherwise agreed to
among the Parties in writing, Xxxxxxxx’x service will automatically terminate effective as of immediately prior to the consummation of a de-SPAC transaction, without the requirement to provide notice. Upon termination, the Company shall pay or
provide to Xxxxxxxx (or to Xxxxxxxx’x authorized representative or estate, in the event of his death or disability) any earned but unpaid base compensation and expense reimbursements subject to the terms of Section 2 of this Agreement. The Company
shall have no obligation to provide Xxxxxxxx with any other compensation or benefits. For purposes of this Agreement, “Cause” means (i) a failure of Xxxxxxxx
to substantially perform his duties (other than as a result of physical or mental illness or injury) or to comply with any lawful directive or order of the Board; (ii) Xxxxxxxx’x willful misconduct or gross negligence in the performance of his
duties; (iii) the commission by Xxxxxxxx of any felony or other serious crime involving moral turpitude; (iv) a material breach by Xxxxxxxx of his obligations under any agreement (including this Agreement) entered into between Xxxxxxxx and the
Company; or (v) a material breach by Xxxxxxxx of the Company’s written policies or procedures (including those related to sexual harassment, sexual misconduct or sex-based discrimination).
4. MISCELLANEOUS.
4.1. Integration. This Agreement constitutes the entire agreement between the Parties with respect to the terms and conditions of Xxxxxxxx’x service to the Company. This
Agreement supersedes and terminates all prior agreements between the Parties concerning such subject matter.
4.2. Taxes; No Withholding. Xxxxxxxx shall be solely responsible for satisfying and paying
all taxes arising from or due in connection with his service to the Company, including the amounts payable under this Agreement. The Company will have no liability or obligation related to the foregoing and will not withhold on any amounts payable
to Xxxxxxxx.
4.3. Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of Xxxxxxxx’x service to the extent necessary to
effectuate the terms contained herein.
4.4. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance
of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
4.5. Amendment. This Agreement may be amended or modified only by a written instrument signed by Xxxxxxxx and by a duly authorized officer of the Company.
4.6. Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the State of New York, without giving effect to the conflict of
laws principles of such State.
4.7. Counterparts. This Agreement may be executed in any number of counterparts (including by electronically delivered .pdf files or telecopies of manually signed signature
pages), each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
* * *
Each Party is signing this Agreement on the date opposite its, his or her signature.
|
|
|||
|
LEFTERIS ACQUISITION CORPORATION
|
|||
|
/s/ Xxxx Xxxxxx
|
|||
|
By: Xxxx Xxxxxx
|
|||
|
Title: Executive Chairman
|
|||
|
Date:
|
10/10/20 | ||
|
XXX X. XXXXXXXX
|
|||
|
|
|||
|
/s/ Xxx X. Xxxxxxxx
|
|||
|
Date:
|
10/10/20 | ||
