Exhibit 10.6


 


 


 


This
CONTRACT OF EMPLOYMENT (the “Contract”) is made


between


 


Freyr
AS


organization
number 926 089 862


 


(hereinafter
referred to as the “Company”)


 


and


 


Einar
Kilde


 


(hereinafter
referred to as the “Employee”)


 


The Company was
established as a result of a merger of Freyr AS with organization number 920 388 620 (“Freyr”) and certain other
companies (the “Transaction”) by way of a Business Combination Agreement signed on 29 January 2021 (the
“BCA”). This Contract shall be effective on the date of the Second Closing (as defined in the BCA) (the
“Commencement Date”). For the purpose of this Contract, “Company” means Freyr AS with organization
number 926 089 862, together with its subsidiaries, affiliates, successors or assigns the “Group”.


 


		1	Position,
                                            term, place of work, reporting line



 


		1.1	Prior
                                            to the Transaction, the Employee was employed as Chief Operating Officer of Freyr. The Employee
                                            will continue his employment with the Company in the position as Executive Vice President,
                                            Projects, thereby forming a continuous employment which began on 01.10.2019.





 


		1.2	The
                                            Employee’s place of work shall be the Company’s offices, for the time being in
                                            Lysaker. The Employee acknowledges that the Employee’s work may necessitate a considerable
                                            amount of travel, also abroad.



 


		1.3	The
                                            Employee shall report to the CEO.



 


		2	Duties



 



		2.1	The
                                            Employee is obliged to carry out the duties that are or will be assigned to the Employee’s
                                            position and that naturally fall within the scope of the position or other duties as the
                                            Company may reasonably require. The Company may issue instructions and guidelines which the
                                            Employee shall adhere to as part of this Contract.



 


		2.2	The
                                            Employee shall devote the Employee’s full working capacity to the Company and the Employee’s
                                            duties under this Contract. The Employee shall not, without the Company’s prior written
                                            consent, undertake any other work, paid or unpaid, whether for the Employee’s own account
                                            or for any other employer or principal.



 


		3	Working
                                            hours



 



		3.1	The
                                            Employee shall be employed full time, 7,5 hours per day excluding lunch break, with working
                                            hours as determined by the Company at any time.



 


		3.2	The
                                            Employee recognizes that the Employee has a managerial and/or particularly independent position
                                            and is exempted from the working time provisions in the Norwegian Working Environment Act
                                            (Nw.: Arbeidsmiljøloven). No extra compensation is paid in respect of any overtime
                                            work required, unsocial hours, travel time etc., cf. Section 10-12 of the Working Environment
                                            Act. Work beyond regular office hours must be expected. The Employee shall work such hours
                                            as necessary for the proper performance of the Employee’s duties.



 






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		4	Salary



 



		4.1	The
                                            Company shall pay the Employee a gross base salary at the rate of NOK 4.056.000,- million
                                            per annum, inclusive of compensation for overtime.



 


		4.2	The
                                            Employee’s salary shall be paid on the 20 day of each month to the bank account provided
                                            by the Employee, in instalments of 1/12 of the annual amount. No salary is paid during vacation
                                            periods. Instead, a holiday allowance pursuant to the provisions of the Holidays Act (Nw.:
                                            Ferieloven) is paid during holiday absence.



 


		4.3	The
                                            Employee’s salary shall be reviewed annually on 1 January, the first review to be done
                                            with effect from 01.01.2022.



 


		5	Bonus
                                            and incentives



 



		5.1	The
                                            Employee will participate in the Company’s bonus scheme, terms (including participation)
                                            and objectives of which are at any time under the sole discretion of the Company.



 


		5.2	The
                                            Employee may be eligible for consideration of an annual bonus of up to six months base salary.



 


		5.3	Such
                                            bonus is interpreted and deemed to be inclusive of holiday allowance, statutory payable bonus
                                            or profit sharing or other statutory benefits. At payment, holiday allowance, statutory payable
                                            bonus or profit sharing or other statutory benefits will be deducted from the bonus amount.



 


		5.4	The
                                            Employee may participate in the Company’s LTIP, terms and objectives of which are at
                                            any time under the sole discretion of the Company.



 


		5.5	If
                                            at any time after any bonus, option or other award is paid to the Employee the Company or
                                            Group is required to restate its accounts to a material extent or the Company becomes aware
                                            of any material malfeasance or material wrongdoing on the Employee’s part, then the
                                            Company shall be entitled to recalculate the bonus that it would have awarded in each financial
                                            year, had these facts been known at the time the award was granted. The Employee shall be
                                            liable for and, if so required by the Company to repay on demand the difference between such
                                            recalculated bonuses and the aggregate value of the Awards actually granted to the Employee.



 


		6	Vacation
                                            and holidays



 


The
Employee is entitled to 30 days of vacation per calendar year, including Company shut down days, with holiday allowance in accordance
with the Holidays Act, as well as statutory determined holidays. Vacation days must be taken at times appropriate to the local work situation,
approved beforehand by the Employee’s direct manager.


 


		7	Other
                                            benefits



 


		7.1	Limitations






Only
gross base salary according to clause 4.1 – and no other benefits – shall generate basis for pension benefits and holiday
allowance.




 







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		7.6	Social
                                            security 

                                            In addition to statutory state provided schemes, the Employee is entitled to participate
                                            in the Company’s pension scheme and life, accident, and travel insurance schemes.



 


Such
additional benefits may be altered at the Company’s discretion, though without affecting accrued entitlements.


 


		7.7	Laptop,
                                            mobile phone, etc.

                                            The Company will provide the Employee with a laptop for business use.



 


The
Company will provide the Employee with a mobile phone and cover reasonable cost for business use and, to a reasonable extent, private
use in accordance with the Company’s policies. Further, the Company will reimburse 50% of internet subscription at home.


 


		8	Deduction
                                            from salary, etc.



 



		8.1	Deductions
                                            from salary, bonus, and holiday allowance may be made to the extent permitted by the Working
                                            Environment Act Section 14-15, and, e.g. under the following circumstances:



 


		(i)	Amounts
                                            received as advance on travel or business expenses or loans from the Company.



 


		(ii)	Incorrect
                                            or advance payments in salary, bonus, awards, vacation, or holiday allowance.



 


		9	Illness



 



		9.1	The
                                            Employee is entitled to sick pay in accordance with statutory provisions or extended Company
                                            rules according to the Company’s policies.



 


		9.2	The
                                            Employee is obliged to report any absence due to illness or accident to the Company without
                                            undue delay.



 


		10	Business
                                            expenses



 



		10.1	The
                                            Company shall on the presentation of invoices or vouchers or other evidence of actual payment,
                                            reimburse the Employee for all expenses, including business travel expenses, reasonably incurred
                                            by the Employee in the performance of the Employee’s duties under the Contract, and
                                            in accordance with the Company’s policies.



 


		11	Code
                                            of conduct and provisions



 



		11.1	The
                                            Employee shall comply with all codes of conduct and all other rules and regulations applicable
                                            to the Employee’s duties and to the business of the Group.



 


		11.2	The
                                            Employee shall comply with the Company’s prevailing policies, rules, and procedures,
                                            and all other applicable instructions laid down in the Company guidelines, personnel handbook
                                            or similar manuals.



 


		11.3	The
                                            Employee is obliged, without delay, to read and understand the Company’s rules, regulations,
                                            and guidelines which are disclosed on the Company’s intranet, or presented on other
                                            mediums.



 


		12	Confidentiality



 



		12.1	The
                                            Employee acknowledges that the Employee will acquire access to confidential information of
                                            the Group consistent with their position. The Employee agrees that all such confidential
                                            information is disclosed to the Employee in confidence and is strictly for the Employee’s
                                            use on behalf of the Group.



 







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		12.2	The
                                            Employee shall not make use of or disclose to any person, and shall use the Employee’s
                                            best endeavors to prevent the use, publication or disclosure of any information of a confidential
                                            or secret nature concerning the business of the Company or the Group, that comes to the Employee’s
                                            knowledge during the course of or in connection with the Employee’s employment with
                                            the Company, or concerning the business of any person having dealings with the Company or
                                            the Group and which is obtained directly or indirectly in circumstances in which the Company
                                            or the Group is subject to a duty of confidentiality in relation to that information.



 


		12.3	For
                                            the purpose of this clause, information of a confidential or secret nature means non-public
                                            information of the Company or the Group, including but not limited to business plans, products,
                                            technical data, specifications, documentation, presentations, product plans, business methods,
                                            product functionality, customer information, contracts, formulas, competitive analysis, databases,
                                            formats, methodologies, strategic plans, marketing plans, customer lists, prospect lists,
                                            pricing information or information related to engineering, marketing or finance, regardless
                                            of whether such documents are marked confidential or not and regardless of whether such information
                                            exists in written form or stored by electronic media or on other form of information carrier.



 


		12.4	This
                                            clause 12 shall continue to apply after the termination of the Employee’s employment
                                            with the Company, whether terminated lawfully or not, without limitation in time.



 


		12.5	The
                                            Employee is prevented from malicious disparage or otherwise making harmful or unfavorable
                                            statements regarding the Company or the Group or any of its services, operations, processes
                                            or methods.



 


		12.6	The
                                            Employee acknowledges that any breach of confidentiality during the Employee’s employment
                                            or at any time thereafter may lead to liability and may constitute grounds for dismissal
                                            and/or render the Employee liable to legal action and/or damages.



 


		13	Non-competition
                                            and non-solicitation



 



		13.1	The
                                            Employee may not, during the employment relationship and for a period of six months after
                                            the end of the agreed notice period, take employment with, have ownership interests in, or
                                            in any other way – directly or indirectly – be involved in any activity that
                                            wholly or partially competes with the Company or other companies in the Group. The Employee
                                            shall similarly not engage in or perform work for customers and/or suppliers, if such activity
                                            can be deemed to have any negative impact to the competitive situation of the Company or
                                            the Group.



 


		13.2	The
                                            Employee must not, in relation to the termination and for a period of six months after the
                                            end of the agreed notice period, directly or indirectly solicit or otherwise engage in direct
                                            or indirect communication with any present or past customers, suppliers or partners of the
                                            Company or the Group for himself or any other person. This applies to customers, suppliers
                                            or partners that the Employee has had contact with or been responsible for in any way during
                                            the last year before a statement is given by the Company in accordance with clause 13.6 below.



 


		13.3	The
                                            Employee shall not during the same period of six months, directly or indirectly solicit,
                                            recruit, or endeavor to entice away any of the Company or the Group’s employees.



 


		13.4	The
                                            Company may decide in writing at any time during or in connection with termination of the
                                            employment relationship that the provisions in 13.1 to 13.3 shall not apply in whole or in
                                            part.



 







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		13.5	In
                                            case of any uncertainty as to whether an activity is covered by the prohibitions set out
                                            in this clause, the Employee is obliged both during the employment relationship and following
                                            a termination to present the issue to the Company and await a written statement from the
                                            Company before engaging in any relevant activity.



 


		13.6	The
                                            Company shall provide a written statement on the applicability of clause 13.1 and 13.2 within
                                            four weeks after a request from the Employee or after termination of the employment relationship
                                            from the Employee. In case of a termination from the Company, the statement shall be given
                                            at the same time as the notice of termination or within one week after summary dismissal.
                                            The restrictions in clause 13.1 and 13.2 may be discharged in case a written statement as
                                            mentioned is not given in accordance with this clause 13.6.



 


		13.7	If
                                            the prohibition against competition, cf. clause 13.1, shall apply, the Company shall compensate
                                            the Employee during the prohibition period corresponding to the Employee’s base salary
                                            calculated on the basis of the Employee’s annual salary the last 12 months. The compensation
                                            does not form basis for holiday pay or pension entitlements.



 


If
the Employee acquires or receives income in the prohibition period, the Company is entitled to reduce the compensation correspondingly,
up to a maximum of half of the total compensation the Employee could be entitled to from the Company. The Employee shall provide the
Company information regarding income from work in the prohibition period. If the Employee does not meet this requirement, the Company
is entitled to withhold compensation until the information is presented.


 


		13.8	If
                                            the Employee violates the provisions of clause 13.1, the Employee will no longer be entitled
                                            to payment by the Company and agrees to immediately reimburse the Company for compensation
                                            payments made in accordance with this clause. In the event of violation of the provisions
                                            of clauses 13.1 to 13.3, the Company may demand that the infringement immediately ceases
                                            and may take necessary legal actions. In the event of violation, the Employee shall pay liquidated
                                            damages equal to minimum three months’ base salary or indemnify the Company’s
                                            financial loss if greater. In addition, the Company may demand that the Employee pays the
                                            enrichment he and/or new employer/client etc. have achieved as a result of the illegal situation.
                                            Payment of compensation does not entail that the infringement may continue.



 


		13.9	If
                                            the aforementioned clause is in conflict with mandatory legislation, the clause is maintained
                                            to the extent it is in accordance with legislation. In the event of the introduction of new
                                            statutory provisions that regulate the validity of the above clause, the Company may unilaterally
                                            make the necessary amendments to the clause. The Company may not by way of such amendments
                                            extend the scope of the clause.



 


		14	Restrictions
                                            on use of email and internet



 



		14.1	The
                                            Company’s electronic mail system, internet subscription and all other data systems
                                            are the exclusive property of the Company.



 


		14.2	The
                                            Company’s electronic mail system, internet subscription and all other data systems
                                            shall be, as far as possible, used by the Employee solely in connection with the Employee’s
                                            work for the Company.



 


		14.3	The
                                            Employee acknowledges that the Employee shall have no right to access and shall not access
                                            the Company’s electronic mail system or other data systems after termination of employment.



 






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		15	Intellectual
                                            property









 


		15.1	All
                                            intellectual property rights, including patentable inventions, trademarks, design rights
                                            or copyrights, that are created or developed by the Employee during the course of his employment
                                            with the Company shall fully and wholly devolve upon and be the property of the Company or
                                            shall be transferred to the Company if such transfer is necessary under applicable statutory
                                            legislation. The same applies to similar creations that are not legally protected by patent,
                                            copyright or similar but that the Company or the Group has an interest in employing.



 


		15.2	The
                                            Company shall by virtue of the employment relationship have an unrestricted, exclusive and
                                            gratuitous right to exploit such intellectual property rights and creations. Such intellectual
                                            property rights and creations shall without exception be deemed to have been created or developed
                                            in the course of the Employee’s employment if the exploitation of the right or creation
                                            falls within the scope of the Company or the Group’s business. This applies notwithstanding
                                            that the Employee has created or developed the right outside working hours or outside the
                                            Company’s premises.



 


		15.3	The
                                            Employee is not entitled to any separate compensation for the Company’s utilization
                                            of rights as mentioned in this clause. The Employee shall unsolicited inform the Company
                                            of any rights that may fall within the scope of this clause, unless it is obvious that the
                                            Company is already aware of the right.



 


		16	Termination
                                            and notice



 



		16.1	The
                                            employment relationship may be terminated by each of the parties based on a mutual notice
                                            period of three months. Termination shall be notified in writing, and the notice period shall
                                            be calculated from and including the first day of the month following the issuance of such
                                            notice.



 


		16.2	The
                                            Employee will be entitled to accelerated vesting of all options received in accordance with
                                            clause 5.4 and a salary compensation equal to 1,5 times base annual salary (which shall include
                                            the notice period) if:



 


		i.	the
                                            Employee is asked by the Company to terminate the employment, and provided that the Employee
                                            does not dispute such termination, for any other reason than where the Employee (a) commits
                                            an act of gross misconduct or shows gross breach of duty which can justify termination of
                                            the employment agreement with immediate effect according to applicable law; (b) commits any
                                            serious breach or (after warning) repeated or continued material breach of the Employee’s
                                            obligations under the Contract; (c) is guilty of fraud, dishonesty or conduct tending to
                                            bring the Employee or the Company into disrepute; (d) is declared bankrupt; (e) is convicted
                                            of any criminal offence; (f) retires; or (g) reaches the Company’s retirement age,
                                            or



 


		ii.	where
                                            the Employee’s employment is terminated within 12 months of a change of control of
                                            the Company as defined in the Company’s LTIP and the Employee’s employment has
                                            been terminated for a reason other than those listed in clause 16.2 (i) (a) – (g) above,
                                            provided that the Employee must be available to work for the Company full time for a period
                                            of 12 months.



 


No
severance payment shall be paid and the Employee shall not be entitled to accelerated vesting of options if the Employee disputes the
termination or terminates the employment.


 


If
the Company terminates this Contract and at the same time as offering a new position in the Company in accordance with clause 17.1, the
Employee shall not be entitled to any accelerated vesting of options and salary compensation under this clause 16.2.


 







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		16.3	Upon
                                            termination of employment, the Employee shall return to the Company all property in the Employee’s
                                            possession, custody or control belonging to the Company, including but not limited to business
                                            cards, credit and charge cards, keys, security and computer passwords, mobile phones, personal
                                            computer equipment, original and copy documents or other media on which information is held
                                            in the Employee’s possession relating to the business or affairs of the Company.



 


		16.4	Upon
                                            termination of employment, the Employee shall repay any debts to the Company, and release
                                            the Company of any guarantee or security for loans or responsibilities on behalf of the Employee.



 


		17	Change
                                            of role



 



		17.1	If
                                            the Company wishes to change the Employee’s role’s content significantly and
                                            beyond what lies within management’s prerogative, and therefore terminate this Contract
                                            at the same time as offering a new one, and the Employee does not accept the new contract,
                                            with the result being that the employment relationship is either terminated by the Company
                                            or the Employee, and provided that the Employee does not dispute such termination, the Employee
                                            shall be entitled to a minimum of NOK 8 million in total value of options, salary during
                                            the notice period, cash and other elements/benefits in a severance package.



 


		18	Garden
                                            leave



 



		18.1	If
                                            the Company or the Employee gives notice to terminate the Contract, the Employee agrees,
                                            subject to the Company continuing to provide the Employee’s salary and contractual
                                            benefits (other than bonuses), that the Company may, immediately following the date that
                                            the termination has been handed over, or at any time during the period of notice (three months)
                                            or any part of such period, in its absolute discretion require the Employee (i) to perform
                                            only such duties as it may allocate to the Employee, (ii) not to have any contact with customers,
                                            clients, suppliers, employees or member of the Company, (iii) not to attend any premises
                                            of the Company, (iv) resign as a director or from any office of the Company, and / or (v)
                                            to take any accrued holiday and/or the Company may appoint another person to perform the
                                            Employee’s responsibilities jointly and require the Employee to provide such handover
                                            and transitional services as may be reasonably required.



 


		19	General



 



		19.1	This
                                            Contract of Employment including Annex 1 attached hereto shall regulate all matters relating
                                            to the Employee’s employment with the Company and shall, as from the Commencement Date,
                                            replace any and all former agreements or arrangements between the Employee and the Company
                                            relating to the Employee’s employment with the Company. For the avoidance of doubt,
                                            the terms of the 2021 Equity Incentive Plan of Pubco (the “Share Plan”) and any
                                            award agreement(s) in standard form (“Award Agreement”) do not form part of this
                                            Contract and upon the termination of this Contract, the Employee shall not have any claims
                                            for damages or compensation in relation to it (whether by way of damages, compensation for
                                            loss of employment or otherwise) in relation to any equity or equity compensation, which
                                            will be governed by the terms of any applicable Share Plan and Award Agreement.



 


		19.2	The
                                            Company will at payment of salary, bonus, allowances etc. withhold taxes, also related to
                                            taxable benefits, from such payable compensations and pay the withheld taxes to appropriate
                                            authorities in accordance with statutory provisions. The Employee acknowledges and agrees
                                            that any further tax liability on the Employee’s hand shall be carried solely by the
                                            Employee.



 


		19.3	The
                                            Employee acknowledges that the Employee has carefully read this Contract, has had an opportunity
                                            to discuss it with advisors should so be desired, and understands all the terms and conditions
                                            therein.



 


		19.4	In
                                            respect of all issues not regulated by the terms of this Contract, statutory provisions shall
                                            prevail.



 


		19.5	If
                                            any provision of this Contract should be declared legally invalid or unenforceable by a competent
                                            court, such declaration shall in no way effect the validity or enforceability of any other
                                            provision thereof, nor shall any such declaration of legal invalidity or unenforceability
                                            operate to nullify or rescind this Contract, but shall only serve to render ineffective any
                                            such provision declared legally invalid or unenforceable. In lieu thereof, there shall be
                                            added a provision as similar in terms to such illegal, invalid and unenforceable provision
                                            as may be possible and be legal, valid and enforceable.



 


		19.6	This
                                            Contract shall be governed by and construed in accordance with Norwegian law, including any
                                            statutory modification or re-enactment during the time the Contract being in force.



 


***


 


[signature
page follows]


 







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This
Contract of Employment has been prepared and signed by the parties of this Contract of Employment in two identical original copies, one
copy having been delivered to and to be retained by each of the parties.


 


	For the Company	 	Employee
	 	 	 
	/s/ Tom Einar Jensen
	 	/s/
    Einar Kilde




	Name:	Tom Einar Jensen	 	Name: 	Einar Kilde
			 	Date:	Jar, 10/5-2021
	Date: 18.05.2021	 	 


 







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Annex
1 – Options


 


The
following has been agreed between Freyr and the Employee in the executed term sheet forming the basis of this Contract:


 


		●	Upon
                                            the closing of the Adama transaction, Award of 100.000 Options to acquire shares in the Company
                                            at a strike price of USD 10/share. All these new options shall vest according to performance
                                            related milestones in the period 31/12 2022 to 31/12 2024 on terms to be determined by the
                                            Board of New Freyr.



 


		●	Stock
                                            options in current Freyr AS that have been awarded the Employee will vest upon the closing
                                            of the Adama transaction. The vested options will convert into options in new Freyr according
                                            to the transaction exchange ratio. All these options shall be executed in the period 31/12
                                            2022 to 31/12 2025 on terms to be determined by the Board of New Freyr.



 


		●	New
                                            performance incentives to be awarded annually for 2022 and onwards in accordance with the
                                            LTIP Program of the company to be decided by the Board of New Freyr.



 


 


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