Exhibit
10.4


 


Executed
September 9, 2020 amended 11/25/20


 


Cheryl
Hanrehan


 


CHanrehan@gmail.com


 


Dear
Cheryl:


 


On
behalf of EzFill Holdings, Inc. (the “Company”), I am pleased to offer you the position of Chief Operations Officer
(“COO”). As COO you will be reporting to the Company’s Chief Executive Officer and working remotely.


 


Base
Salary. Your annual-base salary will be $18,750.00 per month ($225,000 annually), less applicable taxes, deductions, and withholdings,
paid monthly and subject to annual review (“Base Salary”). You will be paid on the Company’s regularly scheduled
payday.


 


Signing
Bonus. As added consideration for you joining the Company, the Company will issue you a signing bonus of $100,000 worth of
the Company’s common stock (the “Signing Shares”). The amount of Signing Shares which you receive will
be based on a share price of $1.00 per share. The Signing Shares will fully vest upon completion of the Company’s initial
public offering and listing on a US public Exchange.


 


Annual
Performance Cash Bonus. Upon meeting pre-determined periodic Key Performance Indicators (“KPIs”) every year, you
will be eligible for an annual cash bonus of 30% of your base salary. Your KPI’s will be set by the mutual agreement of
the Company and yourself within 30 days from your Employment Start Date (the “Cash Performance Bonus”). The Failure
to establish KPI’s which is not the fault of the Company will exclude you from eligibility for the Performance Bonus. To
qualify for the Cash Performance Bonus, you must meet the KPI’s.


 


Equity
Awards. As a “C” level executive of the Company, you will be entitled to receive equity awards under the Company’s
Incentive Plan, (the “Incentive Plan”), which should be in place shortly after your Employment Start Date. The aggregate
annual award value under the Incentive Plan will be equal to 40% of your Base Salary, as adjusted from time to time, (the “Grant”).
Twenty-Five percent (25%) of such Grant will be in the form of Restricted Common Stock (the “RCSs”) and the remaining
Seventy-Five percent (75%) of such Grant will be in the form of options to purchase the Company’s common stock (the “Stock
Options”). The number of Stock Options shall be calculated in accordance with the Company’s option valuation practices.
The RCSs shall vest on the first anniversary of the day they were granted, the RCS grant will include a cash payment upon vesting
to cover expected ordinary income tax charges and will be calculated at the highest individual personal income tax rate (“Gross
Up”). The Stock Options shall vest in equal one-third (1/3) increments on each anniversary of the day they were granted.
All Equity Awards shall be granted to you, provided that: (1) at the end of each applicable vesting date, you are still employed
by the Company; and (2) provided that you satisfy the KPIs and the other performance criteria established by the Incentive Plan.
All Stock Options that will be granted to you shall expire 5 years following their vesting.


 


Benefits.
The Company currently does not have any benefit plans in place. You will be able to participate in all of the Company’s
benefit plans, at no cost to you, once they become available.


 


Business
Expense Reimbursement. Upon presentation of appropriate documentation in accordance with the Company’s expense reimbursement
policies, the Company will reimburse you for the reasonable business expenses you incur in connection with your employment.


 




    	 



     


    

 


Paid
Time Off. You will accrue Paid Time Off, which you will be allowed to use for absences due to illness, vacation, or personal
need, at a rate of 200 hours, or twenty (25) days (based upon an eight-hour workday), per year.


 


Term
and Termination. The initial term shall be two (2) years commencing on your Employment Start Date (the “Term”).
On the second anniversary, your employment will be renewed automatically for an additional one-year term, unless the Company provides
you with a notice of non-renewal at least 30 days prior to the end of the Term.


 


Termination
by the Company for Cause. You may be terminated by the Company immediately and without notice for “Cause.”
“Cause” shall mean: (i) your willful material misconduct; or (ii) your willful failure to materially perform your
responsibilities to the Company. “Cause” shall be determined by the Company after conducting a meeting where you can
be heard on the topic.


 


Termination
Without Cause: The Company may terminate your employment without Cause not earlier than 3 months following your Employment
Start Date. Upon Termination Without Cause the Company will (i) continue payment of your Base Salary for additional number of
months equal to the number of months of your actual employment prior to the termination, capped at 3 months maximum payment. In
all other types of terminations or resignation on your part, all further vesting of your outstanding equity awards or bonuses,
as well as all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already
earned). The foregoing is your sole entitlement to severance payments and benefits in connection with the termination of your
employment.


 


Death
and Disability. In the event of your death during the Term, your employment shall terminate immediately. If, during
the Term you shall suffer a “Disability” within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986,
the Company may terminate your employment. In the event your employment is terminated due to death or Disability, you (or your
estate in case of death) shall be eligible to receive the separation benefits (in lieu of any severance payments): all unpaid
Base Salary amounts, and all outstanding and fully vested stock options and other equity awards. 


 


Confidentiality
and No Conflict with Prior Agreements. As an employee of the Company, it is likely that you will become knowledgeable about
confidential and/or proprietary information related to the operations, products, and services of the Company and its clients.
Similarly, you may have confidential or proprietary information from prior employers that must not be used or disclosed to anyone
at the Company. By accepting this offer you are certifying that you will keep the Company’s and your prior employer’s
information confidential. In addition, the Company requests that you comply with any existing and/or continuing contractual obligations
that you may have with your former employers. By signing this offer letter, you represent that your employment with the Company
shall not breach any agreement you have with any third party.


 


Obligations.
During your employment, you shall devote your full business efforts and time to the Company. However, this obligation shall
not preclude you from engaging in appropriate civic, charitable or religious activities, or, with the consent of the Board, from
serving on the boards of directors of companies that are not competitors to the Company, as long as these activities do not materially
interfere or conflict with your responsibilities to, or your ability to perform your duties of employment at, the Company. Any
outside activities must be in compliance with and if required, approved by the Company’s Corporate Governance Guidelines.


 


Non-competition.
In addition to the obligations specified in the Proprietary Agreement, you agree that during your employment with the Company
you will not engage in, or have any direct or indirect interest in, any person, firm, corporation, or business (whether as an
employee, officer, director, agent, security holder, creditor, consultant, partner or otherwise) that is competitive with the
business of the Company, including, without limitation, planning, developing, marketing, selling, and providing services relating
to mobile gas delivery.


 


Background
Check. You represent that all information provided to the Company or its agents with regard to your background is true and
correct.


 


We
look forward to you joining the Company. Please indicate your acceptance of this offer by signing below and returning an executed
copy of this offer to me at your earliest convenience.


 


	Sincerely,	 
	 	 
	 	 
	Michael
    McConnell	 
	CEO	 


 




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