goig_ex1024





 






October
28, 2021


 


Craig
Harper-Denson


1417
Olympic Club Blvd


Davenport,
FL 33896


 


Dear
Craig:


 


I am
very pleased to clarify and confirm the terms of your employment
with Charge Enterprises, Inc., a Delaware corporation (the
“Company”).
This letter (the “Clarifying
Agreement”) amends and restates your original offer
letter, dated May 8, 2013, as amended September 2016, April 2017,
April 2018, and May 2019 (collectively, the “Prior
Agreement”), in its entirety. The terms of your
employment, including your compensation, are as
follows:



 




1.

Your position is Chief Operating Officer of Charge
Enterprises, Inc., reporting to Andrew Fox, Chief Executive
Officer. Your duties and responsibilities are those
customarily associated with those positions under Delaware
law and as may be further directed from time to time by the
Company.






 




2.

Your annual base
salary is $300,000 (the “Base Salary”), payable in accordance with payroll practices
applicable to Company employees and subject to all withholdings and
deductions as required by law.






 




3.

You
are eligible to receive a discretionary annual bonus targeted at
100% of your Base Salary. Annual discretionary bonuses are
generally considered by the Compensation Committee of the
Company’s Board of Directors in March following the
performance year, i.e., March 2022 for 2021 performance, provided
you are employed and in good standing on the date of
consideration.






 




4.

You
are eligible to participate in the benefit plans and programs
commensurate with your position that are provided by the Company
from time to time for comparable executives, subject to the terms
and conditions of such plans.






 




5.

You are eligible
for paid time off (“PTO”) of twenty-seven (27) days
annually as provided in applicable Company policies. Unused,
accrued PTO as of December 31 each year may be carried over to the
following year, up to a maximum of forty (40) hours.






 




6.

You are eligible
for paid sick leave of five (5) days annually as provided in
applicable Company policies. Unused sick leave as of December 31
each year will be forfeited.






 




7.

The Company
reserves the right to amend, modify, or terminate any of its
benefit plans or programs at any time and for any
reason.






 




8.

Your employment is
at-will meaning both you and the Company can end the employment
relationship at any time and for any reason.






 




9.

In the event the
Company terminates your employment without Cause (as defined
below), the Company agrees to pay you separation pay equal to
twelve (12) months of your then-current Base Salary and will
reimburse you for the monthly premiums of elected COBRA coverage
for a period of twelve (12) months.






 


Cause shall include, but not be limited
to, the following: (i) any conduct by you involving moral
turpitude; (ii) your commission or conviction of, or pleading
guilty or nolo contendere (or any similar plea or admission) to, a
felony or a criminal act involving dishonesty or other moral
turpitude; (iii) any misconduct on your part in connection with
your employment or in connection with or affecting the business of
the Company; (iv) any dishonesty by you, including failure to
report to the Company the dishonesty of others; (v) any failure to
abide by laws applicable to you in your capacity as an employee of
the Company; (vi) any failure or refusal on your part to perform
your duties under this Clarifying Agreement or to obey lawful
directives from your supervisors, if not remedied within five (5)
business days after the Company’s providing notice thereof;
(vii) your disability (defined as your inability to perform the
essential functions of your job for more than twelve (12) work
weeks in any twelve (12) month period); (viii) any violation of any
policy or code of the Company relating to equal employment
opportunity, harassment, business conduct or conflict of interest;
and (ix) knowing neglect of reasonably assigned duties, use of
illegal drugs, abuse of other controlled substances or working
under the influence of alcohol or other controlled
substances.


 


Separation pay will
be paid in accordance with the Company’s regular payroll
practices and will begin on the Company’s next regularly
scheduled pay date after the expiration of any applicable
revocation period, unless otherwise required by law. All separation
pay described herein shall be subject to appropriate federal and
state withholding. Your entitlement to such payment will be subject
to you executing, delivering, and not revoking a Separation and
General Release which will contain provisions relating to
confidentiality, direct and non-direct solicitation of customers
and employees and other promises, in a form acceptable to the
Company. The provisions set forth above are governed in accordance
with New York Law.


 



ACKNOWLEDGED AND AGREED:


 



Charge
Enterprises,
Inc.                                                                                                 

Craig
Harper-Denson






 


 



____________________________                                                                                                            

By:
______________________







Name: Jamie
Yung                                                                                                 

   
           
           
   Date: 10-28-2021






Title:
Director of Human Resources


Date:
10-28-2021