Exhibit 10.11


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT, dated as of March
19, 2021, is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”),
and GREGORY POILASNE (the “Executive”).


 


WHEREAS, the Company is party to that certain
Merger Agreement, dated as of November 11, 2020 (as the same may be amended from time to time, the “Merger Agreement”),
by and among Newborn Acquisition Corp. (“Newborn”), the Company, Nuvve Merger Sub Inc. (“Merger Sub”),
Nuvve Corporation (“Nuvve”) and Ted Smith, as the representative of the stockholders of Nuvve; and


 


WHEREAS, pursuant to the Merger Agreement,
among other things, Newborn will merge with and into the Company, the security holders of Newborn becoming security holders of
the Company, and Merger Sub will merge with and into Nuvve, with Nuvve becoming a wholly owned subsidiary of the Company and the
security holders of Nuvve becoming security holders of the Company (the “Business Combination”), as a result
of which the Company will become a public reporting company with Nuvve as its operating subsidiary; and


 


WHEREAS, the Executive serves as the Chief
Executive Officer of Nuvve pursuant to an offer letter, dated July 1, 2017 (the “Offer Letter”); and


 


WHEREAS the Executive and the Company desire
to enter into this Employment Agreement (this “Agreement”), to take effect upon, and only upon, the consummation
of the Business Combination (the date thereof referred to herein as the “Effective Date”), to provide for the
employment of the Executive by the Company upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained herein, the Company and the Executive hereby agree as follows:


 


1. Employment and Term.


 


(a) Effective on the Effective Date, the Company
shall employ the Executive, and the Executive accepts employment by the Company, upon the terms and conditions set forth herein.


 


(b) Subject to the remainder of this Section
and the provisions for termination hereinafter provided in Section 5, the term of the Executive's employment hereunder shall be
from the Effective Date through and including the day immediately preceding the third anniversary of the Effective Date (the “Initial
Period”). On the third anniversary of the Effective Date and on each subsequent anniversary of such date (each a “Renewal
Date”), the term of this Agreement shall automatically be extended by one additional year (the “Extension Period”),
unless either party shall have provided written notice to the other at least ninety (90) days prior to a Renewal Date that such
party does not desire to extend the term of this Agreement, in which case no further extension of the term of this Agreement shall
occur pursuant hereto but all previous extensions of the term shall continue to be given full force and effect. For purposes of
this Agreement, the term “Employment Period” means the period from the Effective Date until the end of the Initial
Period and any Extension Periods, or until the date this Agreement is earlier terminated pursuant to Section 5. For the avoidance
of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined).


 


(c) Notwithstanding any other provision in
this Agreement to the contrary, this Agreement shall terminate in its entirety and be of no force or effect if the Merger Agreement
is terminated.


 






     


     


    

 


2. Duties.


 


(a) Throughout the Employment Period, the
Executive shall be the Chairman and Chief Executive Officer of the Company reporting directly to the Board of Directors of the
Company (the “Board”), and shall have all duties and authorities as customarily exercised by an individual serving
in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company
policies applicable to him. During the Employment Period, the Company shall also nominate the Executive for re-election as a member
of the Board. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego,
California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder.


 


(b) Throughout the Employment Period, the
Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use
his best efforts to promote the interests of the Company and its subsidiaries and affiliates.


 


(c) Executive shall devote substantially all
of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent will not be unreasonably
withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations,
including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging
in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging
in any other activities approved by the Board; provided that the activities described above do not interfere with the performance
of the Executive’s duties and responsibilities to the Company as provided hereunder.


 


3. Compensation.


 


As compensation for his services to be performed
hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and the Executive
agrees to accept, the following compensation and other benefits:


 


(a) Base Salary. During the Employment
Period, the Company shall pay the Executive a salary (the “Base Salary”) at the rate of $500,000 per annum,
in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws. The
Compensation Committee of the Board (the “Compensation Committee”) shall periodically review such Base Salary
and may increase or decrease such Base Salary from time to time (but not below the amount set forth herein), in its sole discretion.
After any increase or decrease, the term “Base Salary” shall mean such increased or decreased amount.


 






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(b) Annual Performance Bonus. For each
fiscal year completed during the Employment Period, the Executive shall be eligible to receive an annual performance bonus (the
“Annual Performance Bonus”). As of the Effective Date, the Executive's annual target bonus opportunity shall
be equal to 100% of Base Salary as in effect on December 31 of such fiscal year (the “Target Amount”), based
on the achievement of Company and Executive performance goals established by the Compensation Committee. The Annual Performance
Bonus is intended to satisfy the short-term deferral exemption under Treasury Regulations Section 1.409A-1(b)(4) and shall be paid,
in accordance with Company policy, and in any event, not later than the last day of the applicable two and one-half (2 1/2) month
“short-term deferral period” with respect to such annual bonus, within the meaning of Treasury Regulations Section
1.409A-1(b)(4).


 


(c) Annual Discretionary Bonus. For
each fiscal year completed during the Employment Period, the Executive shall be eligible to receive an annual discretionary bonus
(the “Annual Discretionary Bonus”), in an amount up to $100,000, as determined by the Compensation Committee,
in its sole discretion. The Annual Discretionary Bonus shall be paid, in accordance with Company policy, and in any event, not
later than the last day of the applicable two and one-half (2 1/2) month “short-term deferral period” with respect
to such annual bonus, within the meaning of Treasury Regulations Section 1.409A-1(b)(4).


 


(d) Signing Bonus. The Company shall
pay the Executive a lump sum cash signing bonus of $50,000 (the “Signing Bonus”) on the Company’s next
regular payroll date following the Effective Date; provided that, the Executive shall repay the gross amount of the Signing
Bonus if, prior to the date that is six (6) months after the Effective Date, the Executive terminates the Executive's employment
without Good Reason (as defined below) or the Company terminates the Executive's employment for Cause (as defined below).


 


(e) Equity Awards.


 


(i) Subject to the approval of the
Compensation Committee, upon the Effective Date, the Company shall grant to Executive, under the Company’s 2021 Long-Term
Incentive Plan (“2021 Plan”), a restricted stock award for $600,000 in shares of the Company’s common
stock, based on the last closing price of the Company’s common stock on the date of grant. The restricted stock award shall
vest and become non-forfeitable as to one-third (1/3) of the shares on the first, second and third anniversary of the grant date.


 


(ii) Subject to the approval of
the Compensation Committee, upon the Effective Date, the Company shall grant to Executive, under the 2021 Plan, a ten-year stock
option to purchase 600,000 shares of the Company’s common stock, with an exercise price equal to the last closing price of
the Company’s common stock on the date of grant. The option shall vest as to one-quarter (1/4) of the shares on the last
day of the fiscal quarter in which the first anniversary of the grant date occurs and shall vest as to one-sixteenth (1/16) of
the shares on the last day of the next twelve (12) fiscal quarters.


 


(iii) The Compensation Committee
may, in its sole discretion, grant Employee additional equity awards from time to time under the Company’s equity compensation
plans.


 






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(f) Benefit Plans. During the Employment
Period and as provided in Section 5, the Executive shall be entitled to participate in any and all employee welfare and health
benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans) and other employee
benefit plans, in effect from time to time, on a basis no less favorable than the basis on which any other senior executive participates,
to the extent consistent with applicable law and the terms of the applicable plan; provided that nothing herein contained shall
be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations hereunder.


 


(g) Vacation and Other Benefits. During
the Employment Period, the Executive shall be entitled to not less than four weeks of paid vacation during each calendar year of
his employment hereunder and to sick days and other paid time off for religious and personal reasons, in each case in accordance
with the Company’s vacation and paid time off policies and procedures (including with respect to accrual), as in effect from
time to time. The Company shall pay or reimburse all reasonable out-of-pocket business, entertainment and travel expenses incurred
by the Executive during the Employment Period in the performance of his duties and responsibilities, in accordance with this paragraph
and the Company's expense reimbursement policies and procedures, as in effect from time to time. The Executive shall submit to
the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company
shall reimburse the Executive the full amount of any such expenses advanced by him promptly in the ordinary course. During the
Employment Period, the Executive shall be entitled to such other fringe benefits extended or provided to any other senior executive.


 


(h) Automobile and Phone. During the
Employment Period, the Company shall pay or reimburse Executive for mobile phone expenses and for up to $20,000 for a down payment
and up to $1,500 per month for automobile lease payments.


 


(i) Relocation Expenses. The Company
shall pay, or reimburse the Executive for, all reasonable relocation expenses incurred by the Executive relating to the Executive's
relocation at the direction of the Board in accordance with the terms of the Company's relocation policy. If the Executive terminates
employment without Good Reason or is terminated by the Company for Cause before the date that is six (6) months after the date
the relocation is completed, the Executive shall be required to repay the Company the gross amount of any relocation expenses paid
or reimbursed under this Section 3(i) and the Company’s relocation policy.


 


(j) Clawback Provisions. Notwithstanding
any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the
Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under
any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be
required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by
the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 


(k) Compensation for Prior Services.
In full satisfaction of Nuvve’s obligations to the Executive pursuant to the last sentence of Section 2 of the Offer Letter,
the Company shall pay the Executive $1,548,347 in cash within sixty (60) days following the Effective Date.


 






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4. Executive Covenants.


 


(a) Confidentiality. During the Employment
Period and thereafter, Executive shall keep confidential and not divulge any Confidential Information, or allow any Confidential
Information to be disclosed, published, communicated, or made available, in whole or part, to any person whatsoever. Except as
required in the performance of the Executive’s authorized employment duties to the Company, Executive shall not access or
use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential
Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company.
Nothing herein shall prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s
duties hereunder or otherwise complying with this Agreement, (ii) with the Company’s prior written consent; (iii) to the
extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations
hereunder; or (iv) where required to be disclosed by law, regulation, stock exchange rule, court order, subpoena or other government
process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence,
Executive promptly, but in no event more than 48 hours after learning of such court order, subpoena or other government process,
shall notify the Company in writing (which may be by e-mail) and, at the Company’s expense, Executive shall: (x) take all
reasonably necessary and lawful steps required by the Company to defend against the enforcement of such court order, subpoena or
other government process and (y) permit the Company to intervene and participate with counsel of its choice in any proceeding relating
to the enforcement thereof. “Confidential Information” means all information concerning the Company not generally
known to the public, in spoken, printed, electronic or any other form or medium, including, without limitation, information relating
directly or indirectly to: business processes, practices, methods, research, techniques, terms of agreements, transactions and
potential transactions, know-how, trade secrets, computer programs, databases, data, technologies, manuals, supplier information,
customer information, financial information, employee lists, algorithms, product plans, designs, inventions, unpublished patent
applications, original works of authorship, discoveries, of the Company or its businesses or any existing or prospective customer,
supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company
in confidence.


 


(b) Documents. All papers, books and
records of every kind and description relating to the business and affairs of the Company, its subsidiaries or its affiliates,
whether or not prepared by the Executive are the exclusive property of the Company, and the Executive shall surrender them to the
Company, at any time upon written request of the Board, during or after the Employment Period. Anything to the contrary notwithstanding,
the Executive shall be entitled to retain (i) papers and other materials (including electronic records) of a personal nature, including,
but not limited to, photographs, correspondence, personal diaries, calendars, contact lists and personal files, (ii) information
showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed
for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or if applicable, his termination
of employment, with the Company or any of its subsidiaries or affiliates.


 






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(c) Non-Solicitation. In consideration
for the severance provisions in Section 5 and the other compensation and benefits provided hereunder, except as set forth
in Section 5(e), and provided that the Company is not in default to the Executive on any of its material obligations under
Section 5, the Executive agrees that, during (i) the Employment Period, and (ii) (A) any Severance Period in which the Executive
is eligible to receive severance pursuant to Section 5 or (B) for a period of twenty-four (24) months following (x) the voluntary
termination of employment by the Executive other than for Good Reason) or (y) the termination of Executive’s employment by
the Company for Cause, the Executive shall not, without the prior written consent of the Board, directly or indirectly hire, recruit,
attempt to hire, solicit or assist others in recruiting or hiring any person who is an executive, employee, contractor or consultant
of the Company or subsidiary or affiliate of the Company (each, a “Restricted Person”) or induce or attempt
to induce any such Restricted Person to terminate, cancel or withdraw his or her employment or business relationship with, or the
provision of his or her services to, the Company or subsidiary or affiliate of the Company or to take employment with, or utilize
the services of, another party other than the Company or a subsidiary or affiliate of the Company, except as is required in connection
with his duties and responsibilities to the Company.


 


(d) Cooperation. The Executive hereby
agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates during the Employment Period and, subject
to his other personal and business commitments, any Severance Period, in any litigation, regulatory action or similar proceeding
between the Company, its subsidiaries or affiliates, and third parties.


 


(e) Specific Performance. The parties
agree that the Company shall, in addition to other remedies provided by law, have the right and remedy to seek to have the provisions
of this Section 4 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any breach
or threatened breach by the Executive of the provisions of this Section 4 will cause irreparable injury to the Company and that
money damages will not provide an adequate remedy to the Company. Nothing contained herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages
from the Executive.


 


(f) Non-Disparagement. The Executive
agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any
defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers,
and existing and prospective customers, suppliers, investors and other associated third parties. This Section 4(f) does not, in
any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement
or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized
government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Executive shall
promptly provide written notice of any such order to the Board. The Company agrees and covenants that it shall cause its executive
officers and directors to refrain from making any defamatory or disparaging remarks, comments or statements concerning the Executive
to any third parties.


 






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(g) Acknowledgement. The Executive
agrees and acknowledges that (i) as a result of his current and prior employment with the Company, Executive has obtained and will
obtain Confidential Information; (ii) the Company will suffer substantial damage which will be difficult to compute if, during
the Employment Period or thereafter, Executive should divulge or use any Confidential Information; (iii) the scope and period of
solicitation restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the Company
and its subsidiaries and affiliates, and (iv) the obligations and restrictions contained herein are an integral part of the consideration
motivating the Company to enter into this Agreement. It is the intent of the parties that the covenants contained herein will be
enforced to the fullest extent permissible under applicable law. If any particular covenant or portion of these covenants is adjudicated
to be invalid or unenforceable, these covenants will be deemed amended to revise that provision or portion hereof to the minimum
extent necessary to render it enforceable. Such amendment will apply only with respect to the operation of these covenants in the
particular jurisdiction in which such adjudication was made.


 


5. Termination of Employment Period.


 


(a) Termination Upon Death. If the
Executive dies during the Employment Period, the Employment Period and the Executive's employment hereunder shall automatically
terminate. The Executive’s designated beneficiaries (or Executive’s estate in the absence of any surviving designated
beneficiary) shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except
for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned
but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive
in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) Base Salary for the period commencing
on the date of termination and ending on the expiration of the Initial Period or the then-current Extension Period (the “Remaining
Contract Period”) in accordance with Section 3(a). In addition, the Executive’s designated beneficiary or estate
shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement
of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance
or termination payments except as provided herein.


 


(b) Termination Upon Disability. If
the Executive is deemed to have a Disability (as defined below) during the Employment Period, the Employment Period and the Executive's
employment hereunder may be terminated by the Company, immediately upon written notice to the Executive. The Executive shall be
entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary
through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance
with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section
3(g), and (iv) payment for accrued but unused vacation. The Company shall maintain, at its cost and expense, a disability
insurance policy providing for payment in lieu of compensation for services with coverage customary for similarly situated executive
officers. In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable
plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than
amounts in the nature of severance or termination payments except as provided herein.


 






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(c) Termination by the Company for Cause
or by the Executive without Good Reason. The Employment Period and the Executive's employment hereunder may be terminated by
the Company for Cause (as defined below), immediately upon written notice to the Executive, or by the Executive without Good Reason
(as defined below), upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to
receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the
date of termination in accordance with Section 3(a), (ii) reimbursement for business expenses properly incurred by the Executive
in accordance with Section 3(g), and (iii) payment for accrued but unused vacation required by law to be paid.


 


(d) Termination by the Company without
Cause or by Executive for Good Reason. The Employment Period and the Executive's employment hereunder may be terminated by
the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with
Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive,
and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of
termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section
3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment
for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably
satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from
the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing
upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”)
in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in
accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries
or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive
dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries
(or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits
that the Executive would have otherwise received during the remainder of the Severance Period.


 


(e) Termination Upon a Change in Control.
If within twelve (12) months after a Change in Control, the Employment Period and the Executive's employment hereunder are terminated
by the Company without Cause or by the Executive for Good Reason pursuant to Section 5(d), in lieu of the amounts due under clause
(v) of Section 5(d), subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory
to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and
(C) the Executive complying with the covenants set forth in Section 4, the Company shall pay the Executive in cash an amount
equal to four (4) times the then-current annual Base Salary of the Executive, in a lump sum to be paid as soon as practicable following
the effective date of such general release and waiver (but in no event later than thirty (30) days following such date).


 






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(f) Disability. For purposes of this
Agreement, “Disability” shall mean mental or physical impairment or incapacity rendering the Executive substantially
unable to perform his duties under this Agreement for more than 180 days out of any 365-day period during the Employment Period.
A determination of Disability shall be made by the Compensation Committee in its reasonable discretion. Any question as to the
existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by
a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third
who shall make such determination in writing.


 


(g) Cause. For purposes of this Agreement,
“Cause” shall occur upon:


 


(i) the Executive having willfully
failed to perform his duties under this Agreement (other than any such failure reasonably related to Executive’s physical
or mental illness);


 


(ii) the Executive having willfully
failed to comply with any valid and legal directive of the Board;


 


(iii) the Executive's having materially
breached or violated any obligation under this Agreement (where “material” shall include, but not be limited to, a
breach of the Executive’s covenants set forth in Section 4), or any other written agreement between the Executive and the
Company, or any of the Company’s written policies or codes of conduct;


 


(iv) the Executive having willfully
exposed the Company to criminal liability substantially caused by the Executive which results in a material adverse effect on the
business, financial condition or results of operations of the Company;


 


(v) the Executive's engagement in
conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or
disrepute;


 


(vi) the Executive having engaged
in dishonesty, illegal conduct, misconduct or gross negligence related to the Executive’s employment with the Company (where
“dishonest” shall include, but not be limited to, Executive’s knowingly or recklessly making a material misstatement
or omission for Executive’s personal benefit);


 


(vii) the Executive having engaged
in embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; or


 


(viii) the Executive having been
convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony (or state law equivalent).


 






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For purposes of the foregoing, no act or failure
to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the
Executive with the reasonable belief that the Executive’s action or omission was not in the best interests of the Company.
Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant
to the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive
in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless
and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the Board, finding that an event described in any of clauses (i)-(viii) above has occurred. Except for such an event
which, by its nature, cannot reasonably be expected to be cured, the Executive shall have twenty (20) business days from the delivery
of such resolution by the Company within which to cure any events constituting Cause. The Company may place the Executive on paid
leave for up to sixty (60) days while it is determining whether there is a basis to terminate the Executive's employment for Cause.
Any such action by the Company will not constitute Good Reason.


 


(h) Good Reason. For purposes of this
Agreement, “Good Reason” shall occur upon:


 


(i) a material diminution of the
Executive's duties and responsibilities provided in Section 2 (other than temporarily while the Executive is physically or mentally
incapacitated or as required by applicable law), including, without limitation, the removal of the Executive as the Chairman and
Chief Executive Officer of the Company;


 


(ii) a material increase of Executive’s
duties and responsibilities provided in Section 2, of permanent, significant and/or indefinite duration or anticipated to be of
permanent, significant and/or indefinite duration, without a mutually agreed upon material increase in compensation detailed in
Section 3;


 


(iii) a material reduction of Base
Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same
proportions);


 


(iv) a material breach of this Agreement
by the Company;


 


(v) relocation of the Executive's
primary office location by more than 50 miles from the San Diego, California metropolitan area;


 


(vi) a material change in the Executive's
reporting relationship from direct reporting to the Board; or


 


(vii) the failure of a successor
to all or substantially all of the Company's business and/or assets to promptly assume and continue the Company's obligations under
this Agreement, whether contractually or as a matter of law, within fifteen (15) days of such transaction;


 






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provided, however, Good Reason
shall only be deemed to occur if the Executive gives the Company notice that an event described in any of clauses (i)-(vi) above
has occurred, and the Company does not cure the event constituting Good Reason within twenty (20) days following such notice.


 


(i) Change in Control. For purposes
of this Agreement, a “Change in Control” shall occur if or upon the occurrence of:


 


(i) any “person” (as
such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used
in Section 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes, after the Effective Date, a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the combined
voting power of the Company’s outstanding securities eligible to vote for election of directors of the Company;


 


(ii) the individuals who, as of
the Effective Date of this Agreement, are members of the Board (the “Incumbent Board”), cease for any reason
to constitute at least two-thirds of the Incumbent Board; provided, however, that if either the election of any new
director or the nomination for election of any new director was approved by a vote of more than two-thirds of the Incumbent Board,
such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual
or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”),
including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or


 


(iii) consummation of a reorganization,
merger or consolidation, sale, disposition of all or substantially all of the assets or stock or any other similar corporate event
of the Company (a “Business Combination”), in each case, unless following such Business Combination, (a) all
or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Company voting stock entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company’s stock or all or substantially all of its assets either directly or through
one or more subsidiaries) (the “Surviving Corporation”) and (b) the individuals who were members of the Incumbent
Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least a majority
of the members of the Board of Directors of the relevant Surviving Corporation.


 






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(j) Timing of Payments and Section 409A
of the Code. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code’)
or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional tax on the Executive under
Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A
of the Code. As such, notwithstanding anything to the contrary in this Agreement or elsewhere, if the Executive is a “specified
employee” as determined pursuant to Section 409A (“Section 409A”) of the Code as of the date of his “separation
from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any payment or benefit provided for in
this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and
(y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to “additional tax”,
interest or penalties under Section 409A, then any such payment or benefit that is payable during the first six months following
his “separation from service” shall be paid or provided to the Executive in a cash lump-sum, with interest at LIBOR,
on the first business day of the seventh calendar month following the month in which his “separation from service”
occurs. If the Executive dies during the 6-month period prior to the payment of benefits,
the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal representative
of the Executive’s estate within 60 calendar days after the date of the death. In addition, any payment or benefit
due upon a termination of his employment that represents a “deferral of compensation” within the meaning of Section
409A, to the extent necessary in order to avoid the imposition of any additional tax on the Executive under Section 409A of the
Code, shall only be paid or provided to the Executive upon a “separation from service”. Notwithstanding anything to
the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement that is exempt from Section 409A pursuant
to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the
expenses are not incurred, or the benefits are not provided, beyond the last day of his second taxable year following his taxable
year in which the “separation from service” occurs. Finally, for the purposes of this Agreement, amounts payable under
this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided
in the exceptions in Treasury Regulation 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 Treasury Regulation Section
1.409A-1 through A-6. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section
409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under
this Agreement, that constitute “deferral of compensation” subject to Section 409A, such reimbursement of expenses
or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the
amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount
of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement
of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later than
the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall
not be subject to liquidation or exchange for another benefit. The Executive and the Company agree to work together in good faith
to consider amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid
imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.
In no event will the Company reimburse the Executive for any taxes that may be imposed as result of Section 409A of the Code.


 






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(k) Health Continuation Coverage. If
the Employment Period and Executive’s employment hereunder are terminated pursuant to Sections 5(a), 5(b) or 5(d) and the
Executive (or the Executive’s designated beneficiaries or estate) properly and timely elects health continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the
Executive for the monthly COBRA premium paid by the Executive (or the Executive’s designated beneficiaries or estate) for
the Executive and/or the Executive’s dependents until the earlier of (i) the end of the Remaining Contract Period (in the
case of a termination pursuant to Sections 5(a) or 5(b)) or the Severance Period (in the case of termination pursuant to Section
5(d)), (ii) the date Executive and/or Executive’s dependents are no longer eligible to receive COBRA continuation coverage,
and (iii) the date on which the Executive and/or Executive’s dependents become eligible to receive substantially similar
coverage from another employer. Any reimbursement for COBRA premiums shall be paid to the Executive (or the Executive’s designated
beneficiaries or estate) on the first (1st) business day of the month immediately following the month in which the Executive
(or the Executive’s designated beneficiaries or estate) timely remits the premium payment. Notwithstanding anything herein
to the contrary, if the Company's reimbursement of COBRA premiums would violate the nondiscrimination rules applicable to non-grandfathered
plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and
the related regulations and guidance promulgated thereunder, the parties agree to reform such obligation in a manner as is necessary
to comply with the ACA.


 


6. No Mitigation of Damages; No Offset.


 


In the event the employment of the Executive
under this Agreement is terminated for any reason, the Executive shall not be required to seek other employment so as to minimize
any obligation of the Company to compensate him for any damages he may suffer by reason of such termination. In addition, except
as expressly set forth herein, the Company or any of its subsidiaries or affiliates shall not have a right of offset against any
payments due to the Executive under this Agreement on account of any remuneration the Executive receives from subsequent employment.


 


7. Insurance.


 


The Company agrees to maintain for the Executive
a directors’ and officers’ liability insurance policy not less favorable than any policy that the Company or any subsidiary
or affiliate thereof maintains for its directors and executive officers in general for a period of at least six years following
the termination of the Executive’s employment.


 






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8. Section 280G of the Code.


 


If any payment or benefit under this Agreement
or otherwise (the “Payments”) constitutes an “excess parachute payment” within the meaning of Section
280G of the Code, which would be subject (in whole or part) to the excise tax imposed under Section 4999 of the Code, the Payments
shall be reduced so that no part of such Payments constitutes an excess parachute payment; provided, however, that
such reduction shall occur if and only if the net after-tax payment to the Executive after the reduction is greater than the net
after-tax payment without such reduction. For purposes of this Section 8, the Executive shall be deemed subject to the highest
rate with respect to any applicable taxes. In their determinations with respect to this Section 8, the Company and the Executive
may rely on the calculations and analysis by a recognized national accounting firm that the Executive shall have the right to appoint
from the three choices amongst such accounting firms provided by the Company. The Company shall name the three national accounting
firms for the Executive to select promptly and without delay. Any fees and expenses charged by such accounting firm with respect
to calculations and analysis hereunder shall be the obligation of and paid by the Company as they come due, promptly and without
delay. All other reasonable costs, fees and expenses with respect to the subject matter described in this Section 8, including
those incurred to retain legal counsel for the Executive shall be borne by the Company.


 


9. No Conflicting Agreements.


 


As of the date of this Agreement, the Executive
hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken
by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of any other employment or other
written agreement to which he is a party. The Company represents and warrants that it is a corporation duly organized and existing
under the laws of the State of Delaware and that execution and delivery of this Agreement has been duly authorized by all necessary
corporate action.


 


10. Assignment.


 


(a) By the Executive. This Agreement
and any obligations hereunder shall not be assigned, pledged, alienated, sold, attached, encumbered or transferred in any way by
the Executive and any attempt to do so shall be void. Notwithstanding the foregoing, the Executive may transfer his rights and
entitlements to compensation and benefits under this Agreement or otherwise pursuant to will, operation of law or in accordance
with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates.


 


(b) By the Company. Provided the substance
of the Executive's duties set forth in Section 2 shall not change, and provided that the Executive's compensation as set forth
in Section 3 shall not be adversely affected, the Company may assign or transfer its rights and obligations under this Agreement,
provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee
or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually
or as a matter of law.


 


(c) This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns.


 






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11. Arbitration.


 


Any controversy or claim arising out of
or relating to this Agreement, or the breach thereof, shall be settled by arbitration in San Diego, California before a panel of
three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining.
In any such arbitration, one arbitrator shall be selected by each of the parties, and the third arbitrator shall be selected by
the first two arbitrators. The arbitration award shall be final and binding upon the parties and judgment thereon may be entered
in any court having jurisdiction thereof. The arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining
orders in connection with such arbitration; provided, however, that nothing in this Section 11 shall be construed
so as to deny the Company the right and power to seek injunctive relief in a court of equity for any breach or threatened breach
of the Executive of any of his covenants contained in Section 4.


 


12. Notices.


 


All notices, requests, demands and other
communications hereunder must be in writing and shall be deemed to have been duly given (i) when delivered personally to the party
to receive the same, (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, or (iii) when transmitted
by electronic mail, in each case addressed to the party to receive the same at his or its address set forth below, or such other
address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section:


 


If to the Company:       Nuvve Holding
Corp.

2468 Historic Decatur Rd., Suite 200

San Diego, CA 92106, USA

Email: nvvebod@nuvve.com

Attn: Board of Directors


 


If to the Executive:       To the most
recent home address as indicated in the Company's records


 


With a copy to:            Graubard Miller

405 Lexington Avenue, 11th Floor

New York, NY 10174

Email: dmiller@graubard.co

           eschwartz@graubard.com

Attn:  David Alan Miller, Esq.

           Eric Schwartz, Esq.


 


13. Miscellaneous.


 


(a) If any provision of this Agreement shall,
for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not effect,
impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction in which made and
to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered.


 






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(b) No course of dealing and no delay on the
part of any party hereto in exercising any right, power or remedy under or relating to this Agreement shall operate as a waiver
thereof or otherwise prejudice such party's rights, power and remedies. No single or partial exercise of any rights, powers or
remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.


 


(c) This Agreement may be executed by the
parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument, and all signatures need not appear on any one counterpart.


 


(d) All payments required to be made to the
Executive by the Company hereunder shall be subject to any applicable withholding under any applicable Federal, state, or local
tax laws. Any such withholding shall be based upon the most recent form W-4 filed by the Executive with the Company, and the Executive
may from time to time revise such filing.


 


(e) This Agreement embodies the entire understanding,
and supersedes all other oral or written agreements or understandings, between the parties regarding the subject matter hereof,
but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding equity award agreements,
any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and any indemnification
agreement. No change, alteration or modification hereof may be made except in writing signed by both parties hereto. Any waiver
to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the party
against whom enforcement is being sought. Except as otherwise expressly provided herein, there are no other restrictions or limitations
on the Executive's activities following termination of employment. The headings in this Agreement are for convenience of reference
only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof.


 


(f) This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by the laws of the state of California (disregarding
any choice of law rules which might look to the laws of any other jurisdiction).


 


(g) Except as otherwise expressly set forth
in this Agreement, upon the termination or expiration of the Employment Period, the respective rights and obligations of the parties
shall survive such termination or expiration to the extent necessary to carry out the intentions of the parties as embodied under
this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding
hereunder and shall not be terminated by either party without the express prior written consent of the both parties.


 


(h) The Executive acknowledges and agrees
that the Offer Letter is hereby terminated in full, without further liability or obligation of either party thereunder, other than
for salary and bonus accrued and unpaid as of immediately prior to such termination. Nuvve shall be a third party beneficiary of
this Section 13(h).


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the day and year first written above.


 


	 	NUVVE HOLDING CORP.
	 	 	 
	 	By:	/s/ Ted Smith
	 		Name: Ted Smith
	 		Title: President and Chief Operating Officer
	 	 	 
	 	/s/ Gregory Poilasne
	 	GREGORY POILASNE


 


[Signature Page to Employment Agreement]