Exhibit 10.13


 





 


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


between


 


FREYR Battery


 


(hereinafter referred to as the "Company")


 


and


 


Gery Bonduelle


 


(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 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 Battery, a corporation in the form of a public limited liability company (société anonyme)
incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg,
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199,
together with its subsidiaries, affiliates, successors or assigns, the “Group”.


 


		1	Position, term, place of
                                            work, reporting line



 


		1.1	The Employee is employed as EVP Sales &
                                            Marketing of Freyr as from 01.04.2021, and will continue his employment with the Company
                                            as EVP Sales & Marketing, thereby forming a continuous employment which began on 01.04.2021.



 


		1.2	The Employee's place of work shall be the
                                            Employee’s home. 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.



 




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		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.



 


		4	Salary



 


		4.1	The Company shall pay the Employee a gross
                                            base salary at the rate of EUR 250 000 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.



 




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		6	Vacation and holidays



 


The Employee is entitled
to 25 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.


 


		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.



 




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		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.



 


		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.



 




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		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.



 


		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.



 




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		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.



 


		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.



 




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		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.


 


		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	Garden leave



 


		17.1	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.



 




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		18	General



 


		18.1	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.



 


		18.2	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.



 


		18.3	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.



 


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



 


		18.5	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.



 


		18.6	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/ Maurice Dijols
	 	/s/ Gery Bonduelle
	Name: Maurice Dijols	 	Name: Gery Bonduelle
	Position: Sole Director	 	Date: April 29, 2021
	Date: May 14, 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:


 


		●	Award
                                            options to acquire 100.000 shares in the Company at a base price of USD 10 per upon the closing
                                            of the Adama transaction.



 


		●	Each
                                            option shall entitle the holder thereof to a cash payment equal to the positive difference,
                                            if any, of the fair market value of a share of Company stock over USD 10 at the time of execution.



 


		●	Existing
                                            options in current Freyr AS that have been awarded to the Employee will vest upon the closing
                                            of the Adama transaction. The vested options will convert into warrants in new Freyr according
                                            to transaction split.



 


		●	These
                                            options and warrants shall vest and enter execution period according to performance related
                                            milestones in the period 31/12 2022 to 31/12 2025 on terms to be determined by the Board
                                            of New Freyr.



 


		●	In
                                            addition, award 50.000 warrants in New Freyr with a strike price @11,5USD per share and with
                                            a cap @18USD per share with a right to sell to the company at the earliest 30 days after
                                            closing of the merger.



 


		●	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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