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Exhibit 10.18      BAKKT HOLDINGS, LLC  VPC IMPACT ACQUISITION HOLDINGS    EMPLOYMENT AGREEMENT    FOR    MARC D’ANNUNZIO  This is an Employment Agreement (the “Employment Agreement”), dated as of  August 10, 2021, by and among (i) Bakkt Holdings, LLC, a Delaware limited liability company  (together with its direct and indirect subsidiaries, the “Company”), (ii) upon and subject to the  closing of the transaction (the “Transaction”) described in that certain Agreement and Plan of  Merger dated January 11, 2021 among the Company, VIH (as defined below), and Pylon Merger  Company LLC, VPC Impact Acquisition Holdings (“VIH”), a Cayman Islands exempted  company which, in connection with the Transaction, shall be redomiciled in Delaware and re- named Bakkt Holdings, Inc. (“PubCo” and, together with the Company, “Bakkt”, it being  understood that all payment obligations to Executive other than the equity grant referenced in  Section 5(c) hereof shall be solely the obligation of the Company), and (iii) Marc D’Annunzio  (“Executive”), the terms and conditions of which are as follows:  Agreement  1. Term.  Subject to the terms and conditions set forth in this Employment Agreement,  the Company agrees to employ Executive, and Executive agrees to be employed by the Company,  for an initial term of one (1) year, which shall start on September 1, 2021 (the “Effective Date”),  and shall end on the first anniversary of such date.  The initial term plus any extension shall be  referred to in this Employment Agreement as the “Term”.  On the last day of the initial term and  each anniversary thereof, the Term of this Employment Agreement will automatically extend for  one (1) year (unless either party delivers 90 days’ written notice to the other that there will be no  such extension).  2. Title; Duties and Responsibilities; Powers.  Executive’s title initially shall be  General Counsel and Secretary of the Company and, effective as of the consummation of the  Transaction, EVP, General Counsel and Secretary of PubCo.  Executive shall report to, and his or  her duties and responsibilities and powers shall be those commensurate with Executive’s position  that are set from time to time by, the Chief Executive Officer of PubCo.  Executive shall undertake  to perform all of Executive’s duties and responsibilities and exercise all of Executive’s powers in  good faith and on a full-time basis and shall at all times act in the course of Executive’s  employment under this Employment Agreement in the best interests of Bakkt.  3. Primary Work Site.  Executive’s primary work site for the Term shall be Atlanta,  Georgia.  However, Executive shall undertake such travel away from Executive’s primary work  site and shall work from such temporary work sites as necessary or appropriate to fulfill  





 






- 2 -    Executive’s duties and responsibilities and exercise Executive’s powers under the terms of this  Employment Agreement.  4. Outside Activities.  Executive shall not serve on any boards of directors of, or  provide services (whether as an employee or independent contractor) to, any entity other than  Bakkt (including, for example, any for-profit, civic, or charitable organization) on or after the date  Bakkt signs this Employment Agreement without obtaining the consent required by Bakkt’s  internal compliance reporting procedures then in effect.    5. Compensation and Related Matters.  (a) Base Salary.  Executive’s initial base salary shall be $400,000 per year, which shall  be payable in accordance with the Company’s standard payroll practices and policies for senior  executives.  Executive’s base salary shall be subject to annual review and periodic increases as  determined by PubCo’s Board of Directors (the “Board”) or the Compensation Committee of the  Board (the “Committee”).  The base salary, as may be in effect from time to time under this  Employment Agreement, shall be referred to as the “Base Salary”.  (b) Annual Bonus/Signing Bonus.  During the Term, Executive shall be eligible to  receive an annual bonus each year.  Executive’s target annual bonus during the Term shall be  100% of Executive’s Base Salary, subject to adjustment from time to time as determined by the  Committee in its sole discretion (the “Target Bonus”).  The actual amount of such bonus, if any,  may be higher or lower than the Target Bonus and shall be determined in accordance with a plan  adopted and approved by the Board, and shall be paid no later than two and one half (21⁄2) months  after the end of the taxable year to which the bonus relates; provided, however, that the initial  Target Bonus paid to Executive shall not be subject to pro-ration in the event that Executive is  employed for less than the full performance year to which such initial Target Bonus relates.   (c) Equity Compensation.    Subject to the Closing and effective upon the date that a  registration statement on Form S-8 has been filed by PubCo and become effective (which shall  occur no later than the first business day following the date that PubCo first becomes eligible to  use Form S-8), PubCo shall grant Executive 400,000 restricted stock units (the “Initial Equity  Award”) under the equity incentive plan to be adopted by PubCo in connection with the transaction  (together with any successor equity incentive plan adopted by PubCo, the “Equity Plan”).  Fifty  percent (50%) of the Initial Equity Award shall be in the form of time-based vesting restricted  stock units (the “Initial RSUs”) and the remaining fifty percent (50%) of the Initial Equity Award  shall be in the form of performance-based restricted stock units (the “Initial PRSUs”).  The Initial  RSUs shall vest, subject to Executive’s continued employment with Bakkt in three installments on  the first three anniversaries of the Closing Date.  The Initial PRSUs shall vest, subject to  Executive’s continued employment with Bakkt, on the third anniversary of the grant to the extent  the applicable performance conditions have been satisfied, it being understood and agreed that  such performance conditions shall be established prior to the Closing Date as proposed by Bakkt  and consented to by Executive, which consent shall not unreasonably be conditioned, delayed or  withheld. Following the Initial Equity Award, Executive may from time to time receive awards  under the Equity Plan as determined by the Committee. Except as otherwise provided in this  Employment Agreement, the terms of any Bakkt equity awards granted to Executive shall be  governed by the Equity Plan in effect at the time of any such grant(s) and the award agreement  





 






- 3 -    applicable to such grant(s).  In the event that the Closing does not occur and therefore the Company  cannot make the Initial Equity Award, the Company and Executive will use their respective good  faith efforts to agree on a reasonably equivalent substitute incentive, which may include a grant to  Executive under the Company’s Equity Incentive Plan currently in effect.  (d) Employee Benefit Plans, Programs and Policies.  Executive shall be eligible to  participate in the employee benefit plans, programs and policies in effect from time to time and  maintained by Bakkt for similarly situated senior executives, in accordance with the terms and  conditions of such plans, programs and policies.   (e) Vacation and Other Similar Benefits.  Executive shall accrue at least four (4) weeks  of vacation during each calendar year period in the Term, which vacation time shall be taken  subject to such terms and conditions as set forth in applicable policies as in effect from time to  time.  Executive shall also have such paid holidays, sick leave and personal and other time off as  called for under Bakkt’s standard policies and practices for executives with respect to paid  holidays, sick leave and personal and other time off as may be in effect from time to time.  (f) Business Expenses.  Executive shall have the right to be reimbursed for reasonable  and appropriate business expenses which Executive actually incurs in connection with the  performance of Executive’s duties and responsibilities under this Employment Agreement in  accordance with Bakkt’s expense reimbursement policies and procedures for its senior executives  as may be in effect from time to time.  6. Reasons for Termination.  The Company shall have the right to terminate  Executive’s employment at any time, and Executive shall have the right to resign at any time, in  each case for any reason or no reason, subject to the terms of this Employment Agreement.  The  date of termination of Executive’s employment will be the date specified in any notice of  termination delivered from the Company to Executive (or, in the case of Executive’s resignation,  from Executive to the Company), except as otherwise set forth below.  (a) Death.  Executive’s employment shall terminate at Executive’s death.  (b) Disability.  The Company shall have the right to terminate Executive’s employment  on or after the date Executive has a Disability.  The term “Disability” as used in this Employment  Agreement means any physical or mental condition which renders Executive unable even with  reasonable accommodation by the Company to perform the essential functions of Executive’s job  for at least a one hundred and eighty (180) consecutive day period and which makes Executive  eligible to receive benefits under the Company’s long term disability plan as of the date  Executive’s employment terminates.  (c) Termination by the Company.  The Company may terminate Executive’s  employment at any time, with or without Cause.  The term “Cause” as used in this Employment  Agreement will mean:  (i) Executive is convicted of, pleads guilty to, or confesses or otherwise admits  to any felony or any act of fraud, misappropriation or embezzlement;  





 






- 4 -    (ii) Executive knowingly engages in any act or course of conduct (A) which is  reasonably likely to adversely affect the Company’s right or qualification under applicable  laws, rules or regulations to conduct its Business (as defined in Section 9(g), or (B) which  violates the rules of any exchange or market in which the Company conducts its Business)  (or at such time is actively contemplating conducting its Business);  (iii) there is any act or omission by Executive involving willful misconduct or  gross negligence in the performance of Executive’s duties and responsibilities under  Section 2 or the exercise of Executive’s powers under Section 2 to the material detriment  of the Company; or  (iv) (a) Executive breaches any of the provisions of Section 9(b) through  Section 9(g), or (b) Executive violates any provision of any code of conduct adopted by  the Company or Bakkt which applies to Executive and any other Company employees if  the consequence to such violation for any employee subject to such code of conduct  ordinarily would be a termination of his or her employment by the Company.  (d) Resignation by Executive.  Executive may terminate Executive’s employment with  or without Good Reason.  The term “Good Reason” as used in this Employment Agreement will  mean, without Executive’s express written consent:  (i) a material reduction in Executive’s Base Salary under Section 5(a) or a  material reduction in Executive’s Target Bonus as set forth in Section 5(b);  (ii) a material reduction in the scope, importance or prestige of Executive’s  duties, responsibilities or powers or Executive’s reporting relationships with respect to who  reports to Executive and whom Executive reports to at the Company;  (iii) Executive is transferred to a new primary work site which is more than thirty  (30) miles (measured along a straight line) from Executive’s primary work site  immediately before the transfer unless such new primary work site is closer (measured  along a straight line) to Executive’s primary residence than Executive’s primary work site  immediately before the transfer;  (iv) Executive’s job title is materially diminished or there is a material reduction  in Executive’s pension and welfare benefits;  (v) the failure of any successor to all or substantially all of the business and/or  assets of the Company to expressly assume and agree to perform this Employment  Agreement pursuant to Section 12; or  (vi) a material breach of this Employment Agreement by the Company or its  successor.  Notwithstanding the foregoing, no such act or omission will be treated as “Good  Reason” under this Employment Agreement unless:  





 






- 5 -    (A) (i) Executive delivers to the Company a detailed, written statement  of the basis for Executive’s belief that such act or omission constitutes Good  Reason, (ii) Executive delivers such statement before the end of the ninety (90) day  period which starts on the date there is an act or omission which forms the basis for  Executive’s belief that Good Reason exists, (iii) Executive gives the Company a  thirty (30) day period after the delivery of such statement to cure the basis for such  belief, and (iv) Executive actually submits Executive’s written resignation to the  Company and terminates employment during the sixty (60) day period which  begins immediately after the end of such thirty (30) day period if Executive  reasonably and in good faith determines that Good Reason continues to exist after  the end of such thirty (30) day period; or  (B) the Company states in writing to Executive that Executive has the  right to treat any such act or omission as Good Reason under this Employment  Agreement and Executive resigns during the sixty (60) day period which starts on  the date such statement is actually delivered to Executive; provided, that if  Executive consents in writing to any reduction described in Section 6(d)(i) or  Section 6(d)(ii), to any transfer described in Section 6(d)(iii) or to any change  described in Section 6(d)(iv) in lieu of exercising Executive’s right to resign for  Good Reason and delivers such consent to the Company, the results of the actions  consented to will thereafter be used under this definition for purposes of  determining whether Executive subsequently has Good Reason under this  Employment Agreement to resign as a result of any such subsequent reduction,  transfer or change.  (e) Removal from any Boards and Position.  Upon the termination of Executive’s  employment with the Company for any reason, Executive will be deemed to automatically resign  from (i) any position with PubCo, the Company or any subsidiary of the Company, including, but  not limited to, as an officer, director or trustee of PubCo, the Company and any of its subsidiaries  and (ii) any board to which Executive has been appointed or nominated on behalf of Bakkt.  7. Compensation upon Termination.  This section provides the payments and benefits  to be paid or provided to Executive as a result of Executive’s termination of employment.  Except  as provided in this Section 7, Executive will not be entitled to anything further from Bakkt pursuant  to this Employment Agreement as a result of the termination of Executive’s employment,  regardless of the reason for such termination.  Upon any termination of Executive’s employment  under this Employment Agreement, except as otherwise provided, Executive (or Executive’s  beneficiary, legal representative or estate, as the case may be, in the event of Executive’s death)  will be entitled to such rights in respect of any equity awards theretofore made to Executive  (including the Initial Equity Award), and to only such rights, as are provided by the plan or the  award agreement pursuant to which such equity awards have been granted to Executive or other  written agreement or arrangement between Executive and the Company.  (a) Resignation without Good Reason or Termination for Cause.  Following the  termination of Executive’s employment by the Company for Cause or by Executive without Good  Reason or upon expiration of the Term as a result of Executive providing notice that the Term of  this Employment Agreement will not be renewed in accordance with Section 1, the Company will  





 






- 6 -    pay or provide to Executive (or Executive’s estate in the event of Executive’s death) the following  (together, the “Accrued Benefits”) as soon as practicable following the date of termination:  (i) (A) any earned but unpaid Base Salary, and (B) any accrued and unused  vacation pay, through the date of termination;  (ii) except in the instance of a termination of Executive’s employment by the  Company for Cause, any bonus earned by Executive under the terms of Executive’s bonus  arrangements that has not been paid;  (iii) reimbursement for any amounts due Executive pursuant to Section 5(f)  (unless such termination occurred as a result of misappropriation of funds); and  (iv) any compensation and/or benefits as may be due or payable to Executive in  accordance with the terms and provisions of any employee benefit plans or programs of  the Company.  (b) Termination by Company without Cause or by Executive for Good Reason (Non- Change in Control).  If (i) during the Term, the Company terminates Executive’s employment  other than for Cause or a Disability, or Executive resigns for Good Reason, or (ii) the Company  provides notice that the Term of this Employment Agreement will not be renewed in accordance  with Section 1 (except as provided in Section 7(c)(4)) or more than two (2) years after a Change  in Control), the Company (in lieu of any severance pay under any severance pay plans, programs  or policies) will provide the Accrued Benefits and, subject to Section 8, will pay or provide to  Executive:  (1) a lump sum cash payment equal to two (2) times Executive’s Base  Salary, as in effect on the date Executive’s employment terminates;  (2) a lump sum cash payment equal to one (1) times the greater of (A)  the average of the last three (3) annual bonuses received by Executive from Bakkt prior to  the date Executive’s employment terminates, and (B) the last annual bonus received by  Executive from Bakkt prior to the date Executive’s employment terminates;  (3) with respect to options to purchase PubCo common stock or other  equity or equity-based grants made to Executive under the Equity Plan (including the Initial  Equity Awards): (A) for time-vested options or equity-based grants (including the Initial  RSUs and the Initial PRSUs and other performance-based grants for which actual  performance achievement has already been certified as of the date of employment  termination), accelerate Executive’s right to exercise all such options and fully vest all such  equity grants; (B) for performance-based grants, including the Initial PRSUs, for which  performance has not been certified as of the date of employment termination, determine  and certify performance based on actual performance achieved after completion of the  performance period in accordance with the terms of such grants, and vest the all tranches  of such performance grants on the date of such performance certification; and (C) treat  Executive as if Executive had remained employed by Bakkt for one (1) year following the  date of termination so that the time period over which Executive has the right to exercise  





 






- 7 -    such options shall be the same as if there had been no termination of Executive’s  employment until the end of such one-year period; and  (4) a lump sum cash payment in respect of Executive’s cost of one (1)  year’s group health coverage under COBRA.  (c) Termination by Company without Cause or by Executive for Good Reason (Change  in Control Related).  If (i) during the Term, Bakkt terminates Executive’s employment other than  for Cause or a Disability, or Executive resigns for Good Reason, or (ii) the Company provides  notice that the Term of this Employment Agreement will not be renewed in accordance with  Section 1, in each case within two (2) years after a Change in Control, or as set forth in  Section 7(c)(4),  Bakkt (in lieu of any severance pay under any severance pay plans, programs or  policies) will provide the Accrued Benefits and, subject to Section 8, will pay or provide to  Executive:  (1) the payments and benefits set forth in Section 7(b)(1) and (4);   (2) a lump sum cash payment equal to one (1) times the greatest of (i)  the average of the last three (3) annual bonuses received by Executive from Bakkt or any  of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual  bonus received by Executive from Bakkt or its affiliates prior to a Change in Control and  (iii) the last annual bonus received by Executive from Bakkt or any of its affiliates prior to  the date Executive’s employment terminates; and  (3) with respect to options to purchase PubCo common stock or other  equity or equity-based grants made to Executive under the Equity Plan (including the Initial  Equity Award): (A) cause each award of such equity or equity-based grants to become fully  vested (including the lapsing of all restrictions and conditions) and, as applicable,  exercisable as of the date of termination of Executive’s employment, and deliver promptly  (but no later than 15 days) following termination of Executive’s employment any shares of  common stock deliverable pursuant to restricted stock units; provided, that any outstanding  performance-based awards shall be deemed earned at the greater of the target level or actual  performance level through the Change in Control date (or if no target level is specified, the  maximum level) with respect to all open performance periods; and (B) treat Executive as  if Executive had remained employed by Bakkt for one (1) year following the date of  termination so that the time period over which Executive has the right to exercise such  options shall be the same as if there had been no termination of Executive’s employment  until the end of such one-year period; and  (4) notwithstanding the foregoing to the contrary, if during the one  hundred eighty (180) day-period ending on a Change in Control, Executive experiences a  termination of employment under Section 7(b), then Executive shall have the right to the  benefits under Section 7(c)(3)(A) as if such termination of employment occurred under this  Section 7(c) (without duplication for any payments or benefits provided under  Section 7(b)(4)) as if the Change in Control date were the date of Executive’s termination  of employment.  





 






- 8 -    “Change in Control” means the occurrence of any of the following events:  (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934  Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act),  directly or indirectly, of securities representing 30% or more of the combined voting power  of the then outstanding securities of PubCo eligible to vote for the election of the members  of the  Board unless (1) such person is the Company or any subsidiary of the Company, (2)  such person is ICE or a subsidiary of ICE, (3) such person is an employee benefit plan (or  a trust which is a part of such a plan) which provides benefits exclusively to, or on behalf  of, employees or former employees of the Company or a subsidiary of the Company, (4)  such person is Executive, an entity controlled by Executive or a group which includes  Executive or (5) such person acquired such securities in a Non-Qualifying Transaction (as  defined in Section 7(c)(iii));  (ii) any dissolution or liquidation of PubCo or the Company or any sale or the  disposition of 50% or more of the assets or business of the Company; or  (iii) the consummation of any reorganization, merger, consolidation or share  exchange or similar form of corporate transaction involving PubCo unless (1) the persons  who were the beneficial owners of the outstanding securities eligible to vote for the election  of the members of the Board immediately before the consummation of such transaction  hold more than 60% of the voting power of the securities eligible to vote for the members  of the board of directors of the successor or survivor corporation in such transaction  immediately following the consummation of such transaction and (2) the number of the  securities of such successor or survivor corporation representing the voting power  described in Section 7(c)(iii)(1) held by the persons described in Section 7(c)(iii)(1)  immediately following the consummation of such transaction is beneficially owned by each  such person in substantially the same proportion that each such person had beneficially  owned the outstanding securities eligible to vote for the election of the members of the  Board immediately before the consummation of such transaction, provided (3) the  percentage described in Section 7(c)(iii)(1) of the voting power of the successor or survivor  corporation and the number described in Section 7(c)(iii)(2) of the securities of the  successor or survivor corporation will be determined exclusively by reference to the  securities of the successor or survivor corporation which result from the beneficial  ownership of shares of common stock of PubCo by the persons described in Section  7(c)(iii)(1) immediately before the consummation of such transaction.  Any transaction  which satisfies all of the criteria specified in (1), (2) and (3) above will be deemed to be a  “Non-Qualifying Transaction”.  (d) Termination for Disability or Death.  In the event Executive’s employment is  terminated, during the Term, for Disability pursuant to Section 6(b) or due to Executive’s death,  Executive (or Executive’s beneficiary, legal representative or estate) will be entitled to the Accrued  Benefits.  8. Release.  As a condition to Bakkt’s making any payments to Executive after  Executive’s termination of employment under this Employment Agreement (other than the  Accrued Benefits and the compensation earned before such termination and the benefits due under  





 






- 9 -    Bakkt’s employee benefit plans without regard to the terms of this Employment Agreement),  Executive or, if Executive is deceased, Executive’s estate shall execute and not revoke, within  fifty-five (55) days following Executive’s termination of employment, a release in a form provided  by Bakkt and as may be in use from time to time (provided that such release shall not contain  restrictive covenants that are materially more restrictive than similar restrictive covenants  contained herein), and Bakkt shall provide such payments or benefits, if applicable, promptly after  Executive (or Executive’s estate) delivers such release to Bakkt, but no later than sixty (60) days  after the date of Executive’s termination of employment.  9. Covenants by Executive.  (a) Compliance with Company Policies.  Executive agrees to comply with any  Company policies and codes of conduct as may be in effect from time to time and that may apply  to Executive, including without limitation the Bakkt Global Code of Business Conduct.  (b) Bakkt’s and Affiliates’ Property.  Upon the termination of Executive’s employment  for any reason or, if earlier, upon Bakkt’s request, Executive shall promptly return all Property  which had been entrusted or made available to Executive by Bakkt and each of its affiliates and,  if any copy of any such Property was made by, or for, Executive, each and every copy of such  Property.  “Property” means records, files, memoranda, tapes, computer disks, reports, price lists,  customer lists, drawings, plans, sketches, keys, computer hardware and software, cell phones,  smart phones, credit cards, access cards, identification cards, company cars and other tangible  personal property of any kind or description.  (c) Trade Secrets.  Executive agrees that Executive will hold in a fiduciary capacity for  the benefit of Bakkt and each of its affiliates, and will not directly or indirectly use or disclose to  any person not authorized by Bakkt, any Trade Secret of Bakkt or its affiliates that Executive may  have acquired (whether or not developed or compiled by Executive and whether or not Executive  is authorized to have access to such information) during the term of, and in the course of, or as a  result of Executive’s employment by Bakkt or its affiliates for so long as such information remains  a Trade Secret.  “Trade Secret” means information, without regard to form, including, but not  limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device,  a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list  of actual or potential customers or suppliers that (a) derives economic value, actual or potential,  from not being generally known to, and not being generally readily ascertainable by proper means  by, other persons who can obtain economic value from its disclosure or use and (b) is the subject  of efforts by Bakkt and its affiliates that are reasonable under the circumstances to maintain its  secrecy.  This Section 9(c) is intended to provide rights to Bakkt and its affiliates which are in  addition to, not in lieu of, those rights Bakkt and its affiliates have under the common law or  applicable statutes for the protection of trade secrets.  Notwithstanding anything in this  Employment Agreement, Executive may not be held criminally or civilly liable under any federal  or state trade secret law for the disclosure of a Trade Secret that is made: (a) in confidence to a  federal, state, or local government official, either directly or indirectly, or to an attorney, and solely  for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or  other document that is filed under seal in a lawsuit or other proceeding and does not disclose the  trade secret, except pursuant to court order.    





 






- 10 -    (d) Confidential Information.  Executive, while employed under this Employment  Agreement and thereafter, shall hold in a fiduciary capacity for the benefit of Bakkt and its  affiliates, and shall not directly or indirectly use or disclose to any person not authorized by Bakkt,  any Confidential Information of Bakkt or its affiliates that Executive may have acquired (whether  or not developed or compiled by Executive and whether or not Executive is authorized to have  access to such information) during the term of, and in the course of, or as a result of Executive’s  employment by Bakkt or its affiliates.  “Confidential Information” means any secret, confidential  or proprietary information possessed by Bakkt or its affiliates relating to their businesses (not  otherwise included in the definition of a Trade Secret under this Employment Agreement),  including, without limitation, customer lists, details of client or consultant contracts, current and  anticipated customer requirements, pricing policies, price lists, market studies, business plans,  policies, operational methods, marketing plans or strategies, contracts, products, product  development techniques or flaws, computer software programs (including object codes and source  codes), data and documentation, database technologies, systems, structures and architectures,  know-how, inventions and ideas, past, current and planned research and development,  compilations, devices, methods, techniques, processes, designs, reports, specifications, future  business plans, business development, costs, licensing strategies, advertising campaigns, financial  information and data, business acquisition plans and new personnel acquisition plans that has not  become generally available to the public by the act of one who has the right to disclose such  information without violating any right of Bakkt or its affiliates.  This Section 9(d) is intended to  provide rights to Bakkt and its affiliates which are in addition to, not in lieu of, those rights Bakkt  and its affiliates have under the common law or applicable statutes for the protection of  confidential information.  For the avoidance of doubt, nothing in this Employment Agreement  shall impair Executive’s right to make disclosures under the whistleblower provisions of any  applicable law or regulation or require Executive to notify Bakkt or obtain its authorization prior  to doing so, or prohibit Executive from responding truthfully to a valid subpoena.  (e) Intellectual Property Rights.  Executive hereby agrees that all Intellectual Property  conceived, invented, developed and/or reduced to practice by Executive, alone or jointly with  others, during Executive’s employment with Bakkt or its affiliates is the exclusive property of  Bakkt, regardless of whether such Intellectual Property falls within the scope of Executive’s  employment with Bakkt or its affiliates.  Executive hereby agrees that all Intellectual Property  shall be considered a Work Made For Hire pursuant to 17 U.S.C. § 101 and all rights, titles and  interests therein shall vest exclusively with Bakkt, and to the extent that any Intellectual Property  shall not qualify as a Work Made For Hire, Executive hereby assigns to Bakkt all of Executive’s  right, title and interest in such Intellectual Property and agrees to assist Bakkt, at Bakkt’s expense,  to obtain patents, copyright and trademark registrations for Intellectual Property, to execute and  deliver all documents and do any and all things necessary and proper on Executive’s part to obtain  such patents and copyright and trademark registrations and to execute specific assignments and  other documents for such Intellectual Property as may be considered necessary or appropriate by  Bakkt at any time during or after Executive’s employment with Bakkt or its affiliates.  This Section  9(e) does not apply to any invention that Executive develops entirely on Executive’s own time  without using Bakkt’s equipment, supplies, facilities, Confidential Information, Trade Secrets,  know-how or proprietary information, unless the invention either (a) relates at the time of  conception or reduction to practice of the invention to Bakkt’s business, or actual or demonstrably  anticipated research or development of Bakkt, or (b) results from any work performed by  Executive for Bakkt or its affiliates.  Executive will not place Intellectual Property in the public  





 






- 11 -    domain or disclose any inventions to third parties without the prior written consent of Bakkt.   “Intellectual Property” shall include without limitation all inventions, ideas, discoveries, patents,  patent applications, registered and unregistered trademarks and service marks and all goodwill  associated therewith and symbolized thereby, domain names, trademark applications and service  mark applications, registered and unregistered copyrights (including without limitation databases  and other compilations of information), Confidential Information, Trade Secrets and know-how,  including processes, schematics, business methods, formulae and computer software programs,  and all other intellectual property, property and proprietary rights that, in Bakkt’s sole discretion,  could be used within the scope of Bakkt’s business.  (f) Nonsolicitation of Customers or Employees.  (i) Customers.  Executive, while employed under this Employment Agreement  and thereafter during the Restricted Period, shall not, on Executive’s own behalf or on  behalf of any person, firm, partnership, association, corporation or business organization,  entity or enterprise, call on or solicit for the purpose of competing with Bakkt or its  affiliates any customers of Bakkt or its affiliates with whom Executive had contact during  the one-year period preceding Executive’s date of termination of employment with Bakkt  or its affiliates or about which Executive learned Confidential Information during  Executive’s employment with Bakkt or its affiliates.  “Restricted Period” means the one  (1) year period after the termination of Executive’s employment without regard to the  reason for Executive’s termination of employment.  (ii) Employees.  Executive, while employed under this Employment Agreement  and thereafter during the Restricted Period, shall not, either directly or indirectly, call on,  solicit or attempt to induce any other officer, employee or independent contractor of Bakkt  or its affiliates with whom Executive had contact at any time during Executive’s  employment with Bakkt or its affiliates, to terminate his or her employment or business  relationship with Bakkt or its affiliates and shall not assist any other person or entity in  such a solicitation.  (g) Non-Compete.  Executive and Bakkt agree that (a) Bakkt (which expressly includes,  for purposes of this Section 9(g), its successors, assigns, and direct and indirect subsidiaries) is  engaged in trading, custody and clearing services for digital assets (it being understood that “digital  assets” includes without limitation cryptocurrencies, fiat currencies, central bank digital  currencies, loyalty and reward programs, in-game assets, and digital equities), loyalty and reward  program management services (including redemption services), mobile wallet and payment  services, person-to-person digital asset transaction services, and digital asset lending (such  businesses, together with any other products or services that may in the future during the pendency  of Employee’s employment be offered by Bakkt or any entity that is then an affiliate of Bakkt,  herein being collectively and without limitation referred to as the “Business”), (b) Bakkt is one of  a limited number of entities that have developed such a Business,  (c) Executive is, and is expected  to continue to be during the Term, intimately involved in the Business wherever it operates, and  Executive will have access to certain confidential, proprietary information of Bakkt, (d) this  Section 9(g) is intended to provide fair and reasonable protection to Bakkt in light of the unique  circumstances of the Business and (e) Bakkt would not have entered into this Employment  Agreement but for the covenants and agreements set forth in this Section 9(g).  Executive therefore  





 






- 12 -    agrees that Executive shall not while employed with this Employment Agreement and thereafter  during the Restricted Period, assume or perform, directly or indirectly, any responsibilities and  duties that are substantially similar to those Executive performs for Bakkt on the date Executive  executes this Employment Agreement for or on behalf of, or act as a management consultant or  strategic consultant for or on behalf of, or own, control or loan money to, any other corporation,  partnership, venture, or other business entity that engages in the Business; provided, however, that  Executive may own up to five percent (5%) of the stock of a publicly traded company that engages  in such competitive business so long as Executive is only a passive investor and is not actively  involved in such company in any way that is inconsistent with this Section 9(g).    (h) Reasonable and Continuing Obligations.  Executive agrees that Executive’s  obligations under this Section 9 are obligations which will continue beyond the date Executive’s  employment terminates and that such obligations are reasonable and necessary to protect Bakkt’s  and its affiliates’ legitimate business interests.  Bakkt in addition shall have the right to take such  other action as Bakkt deems necessary or appropriate to compel compliance with the provisions of  this Section 9.  (i) Remedy for Breach.  Executive agrees that the remedies at law for Bakkt for any  actual or threatened breach by Executive of the covenants in this Section 9 would be inadequate  and that Bakkt shall be entitled to specific performance of the covenants in this Section 9, including  entry of an ex parte, temporary restraining order in state or federal court, preliminary and  permanent injunctive relief against activities in violation of this Section 9, or both, or other  appropriate judicial remedy, writ or order, without requirement of posting a bond or other security,  in addition to any damages and legal expenses which Bakkt may be legally entitled to recover.   Executive acknowledges and agrees that the covenants in this Section 9 shall be construed as  agreements independent of any other provision of this or any other agreement between Bakkt and  Executive, and that the existence of any claim or cause of action by Executive against Bakkt,  whether predicated upon this Employment Agreement or any other agreement, shall not constitute  a defense to the enforcement by Bakkt of such covenants.  10. No Waiver.  Except for the notice described in Section 19(a), no failure by either  Bakkt or Executive at any time to give notice of any breach by the other of, or to require  compliance with, any condition or provision of this Employment Agreement shall be deemed a  waiver of any provisions or conditions of this Employment   11. Choice of Law and Courts.  This Employment Agreement shall be governed by  Georgia law, and (subject to Section 16) any action that may be brought by either Bakkt or  Executive involving the enforcement of this Employment Agreement or any rights, duties, or  obligations under this Employment Agreement, shall be brought exclusively in the state or federal  courts sitting in Atlanta, Georgia, and Executive consents and waives any objection to personal  jurisdiction and venue in these courts for any such action.  12. Assignment and Binding Effect.  This Employment Agreement shall be binding  upon and inure to the benefit of Bakkt and any successor to all or substantially all of the business  or assets of Bakkt.  Bakkt may assign this Employment Agreement to any affiliate or successor,  and no such assignment shall be treated as a termination of Executive’s employment under this  Employment Agreement, and references to “Bakkt” shall also be deemed to refer to any such  





 






- 13 -    affiliate or successor.  Executive’s rights and obligations under this Employment Agreement are  personal and shall not be assigned or transferred.  Any such assignment or attempted assignment  by Executive shall be null, void, and of no legal effect.  13. Entire Agreement.  This Employment Agreement replaces and supersedes any and  all previous agreements and understandings regarding all the terms and conditions of Executive’s  employment relationship with Bakkt, and this Employment Agreement constitutes the entire  agreement of Bakkt and Executive with respect to such terms and conditions.  14. Amendment.  Except as provided in Section 15, no amendment or modification to  this Employment Agreement shall be effective unless it is in writing and signed by an authorized  representative of Bakkt and by Executive.  15. Severability.  If any provision of this Employment Agreement (including but not  limited to any covenant contained in Section 9) shall be found invalid or unenforceable, in whole  or in part, then such provision shall be deemed to be modified or restricted to the extent and in the  manner necessary to render such provision valid and enforceable, or shall be deemed excised from  this Employment Agreement, as may be required under applicable law, and this Employment  Agreement shall be construed and enforced to the maximum extent permitted by applicable law,  as if such provision had been originally incorporated in this Employment Agreement as so  modified or restricted, or as if such provision had not been originally incorporated in this  Employment Agreement, as the case may be.  16. Arbitration.  Bakkt shall have the right to obtain an injunction or other equitable  relief arising out of Executive’s breach of the provisions of Section 9 of this Employment  Agreement.  However, any other controversy or claim arising out of or relating to this Employment  Agreement or any alleged breach of this Employment Agreement, or any other claim arising out  of or relating to Executive’s employment by Bakkt, shall be settled by binding arbitration in  Atlanta, Georgia in accordance with the rules of the American Arbitration Association then  applicable to employment-related disputes, and a judgment upon the arbitration award may be  entered by any court of competent jurisdiction.  The arbitration shall be conducted by a single  arbitrator selected in accordance with the applicable rules of the American Arbitration Association.   The arbitrator shall be empowered to award any category of damages that would be available to  the parties under applicable law.  Bakkt shall be responsible for paying the reasonable fees of the  arbitrator, unless the fees are otherwise allocated by the arbitrator consistent with applicable law.  Initials of the parties expressly assenting to the arbitration provision in Section 16:    GM GM  ______________________  Executive’s initials   ______________________________  Initials of Bakkt representative    17. Executive’s Legal Fees and Expenses.  Bakkt shall have no obligation under the  terms of this Employment Agreement to reimburse Executive for any of Executive’s legal fees and  expenses for any claims under this Employment Agreement that are unrelated to a Change in  





 






- 14 -    Control.  Bakkt shall reimburse Executive for Executive’s reasonable legal fees and expenses  incurred in connection with any claim made with respect to Executive’s rights under Section 7(c);  provided, that such reimbursement shall be subject to recoupment by Bakkt if Executive’s claim  is found to have been brought in bad faith.  18. Representations.  Executive represents and warrants to the Company that Executive  is under no contractual or other binding legal restriction which would prohibit Executive from  entering into and performing under this Employment Agreement or that would limit the  performance of Executive’s duties under this Employment Agreement.  19. Miscellaneous.  (a) Notices.  Notices and all other communications shall be in writing and shall be  deemed to have been duly given when personally delivered or when mailed by United States  registered or certified mail or overnight courier.  Notices to Bakkt shall be sent to 5900 Windward  Parkway, #450, Alpharetta, Georgia 30005, Attention:  Corporate Secretary.  Notices and  communications to Executive shall be sent to the address Executive most recently provided to  Bakkt.  (b) Counterparts.  This Employment Agreement may be executed in counterparts, each  of which will be deemed an original, but all of which together will constitute one and the same  Employment Agreement.  An electronic signature is a permissible means of executing this  Employment Agreement.  (c) Headings; References.  The headings and captions used in this Employment  Agreement are used for convenience only and are not to be considered in construing or interpreting  this Employment Agreement.  Any reference to a “section” shall be to a section of this  Employment Agreement absent an express statement to the contrary.  (d) Section 409A of the Code.  This Agreement is intended to comply with the  requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section  409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with  Section 409A or to the extent any provision in this Agreement must be modified to comply with  Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision  shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not  be unreasonably withheld), as the case may be, in such a manner so that all payments due under  this Agreement shall comply with Section 409A.  In no event may Executive, directly or indirectly,  designate the calendar year of payment.  To the extent Executive would otherwise be entitled to  any payment or benefit under this Employment Agreement or any plan or arrangement of Bakkt  or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid  during the six (6) months beginning on the date of termination of Executive’s employment would  be subject to the Section 409A additional tax because Executive is a “specified employee” (within  the meaning of Section 409A and as determined by Bakkt), the payment will be paid to Executive  on the earlier of the first day of the seventh month following Executive’s date of termination, a  change in ownership or effective control of PubCo or the Company (within the meaning of Section  409A) or Executive’s death.  In addition, any payment or benefit due upon a termination of  Executive’s employment that represents a “deferral of compensation” within the meaning of  





 






- 15 -    Section 409A shall be paid or provided to Executive only upon a “separation from service” as  defined in Treas. Reg. Section 1.409A-1(h).  To the extent applicable, each payment made under  this Employment Agreement shall be deemed to be a separate payment, amounts payable under  Section 7 of this Employment Agreement shall be deemed not to be a “deferral of compensation”  subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A- 1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under  subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through  1.409A-6.  Notwithstanding anything to the contrary in this Employment Agreement or elsewhere,  any payment or benefit under this Employment Agreement or otherwise that is exempt from  Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or  provided to Executive only to the extent that the expenses are not incurred, or the benefits are not  provided, beyond the last day of Executive’s second taxable year following Executive’s taxable  year in which the “separation from service” occurs; and provided further that such expenses shall  be reimbursed no later than the last day of Executive’s third taxable year following the taxable  year in which Executive’s “separation from service” occurs.  To the extent any expense  reimbursement or the provision of any in-kind benefit under this Employment Agreement is  determined to be subject to Section 409A, the amount of any such expenses eligible for  reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the  expenses eligible for reimbursement in any other calendar year (except for any life-time or other  aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed  after the last day of the calendar year following the calendar year in which Executive incurred such  expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit  be subject to liquidation or exchange for another benefit.  (e) Withholding Taxes.  The Company may withhold from any amounts or benefits  payable under this Employment Agreement income taxes and payroll taxes that are required to be  withheld pursuant to any applicable law or regulation or as permissible under the Company’s  standard payroll practices and policies for senior executives.  (signatures appear on next page)       





 






- 16 -    IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement  on the date first above written.    BAKKT HOLDINGS, LLC  EXECUTIVE  By:  /s/ Gavin Michael    By:  /s/ Marc D’Annunzio    Name:  Gavin Michael     Marc D’Annunzio  Title:  CEO            VPC ACQUISITION HOLDINGS  (to be renamed BAKKT HOLDINGS, INC.)      By:  /s/ Gordon Watson      Name:  Gordon Watson      Title:  Co-CEO