Exhibit 10.25


 





Executive Employment Agreement


 


This
Executive Employment Agreement (the "Agreement") is made and entered into as of November 15,
2020 (the "Effective Date"), by
and between Michael Dee (the "Executive") and PureCycle Technologies LLC, a Delaware limited liability company
(the "Company").


 


WHEREAS,
the Board of Directors of the Company (the "Board") has approved the Company entering into an employment agreement
with the Executive; and


 


WHEREAS, the Company would like to enter
into a formal agreement with the Executive to set forth the terms of the Executive's employment with the Company as Chief Financial
Officer.


 


NOW THEREFORE, in consideration of the recitals
and the mutual agreements herein set forth, the Company and the Executive agree as follows:


 


1.            
Term.
Subject to Section 5 of this Agreement, the Executive's initial term of employment
hereunder (the "Initial Term") shall be from the period beginning on the Effective Date until two (2) years after
the Effective Date. After the Initial Term, the Agreement shall be deemed to be automatically extended, upon the same terms and
conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the
term at least 30 days prior to the end of the Initial Term or one-year extension thereof.
The cumulative period during which the Executive is employed by the Company hereunder is hereinafter referred to as the "Employment
Term." Notwithstanding the foregoing, this Agreement shall terminate and be of no further force or effect if a business
combination of the Company with a company formed to raise capital through an initial public offering for the purpose of acquiring
an existing company (a "SPAC Transaction") is not completed on or before December 31, 2021.


 


2.            
Position
and Duties.


 


2.1           
Position.
During the Employment Term, the Executive shall serve as the Chief Financial Officer of
the Company, reporting to the Company's Chief Executive Officer. In such position, the Executive
shall have such duties, authority, and responsibilities as are consistent with the Executive's position.


 


2.2           
Duties.
During the Employment Term, the Executive shall devote substantially all of his business
time and attention to the performance of the Executive's duties hereunder and will not engage in any other business, profession,
or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly
or indirectly without the prior written consent of the Board. Except as otherwise provided in this Section 2.2, the Executive shall
not during the Employment Term serve as a director of another corporation; provided, however, that the Executive
shall (a) be permitted to continue serving as a member of the board of directors of Velodyne Lidar, Inc. and (b) be permitted
to serve on the boards of directors of up to two additional corporations (or such greater number determined by the Board) that
are not in competition with the Company or its affiliates with the prior written consent of the Board (which shall not be unreasonably
withheld).


 






     


     


    

 


3.            
 Place
of Performance. The Executive may be required to travel on Company business during the Employment Term, including to
the Company's principal executive office currently located in Orlando, Florida.


 


4.            
Compensation.


 


4.1           
Base
Salary. The Company shall pay the Executive an annual rate of base salary of $450,000 in periodic installments in accordance
with the Company's customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive's
base salary shall be reviewed at least annually by the Board. The Executive's annual base salary, as in effect from time to time,
is hereinafter referred to as "Base Salary."


 


4.2           
Annual
Bonus.


 


(a)            
For each calendar year of the Employment Term beginning with the calendar year in
which a SPAC Transaction is consummated, the Executive shall be eligible to receive an annual bonus (the "Annual Bonus").
However, the decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute
discretion of the Board, which terms may include performance objectives with respect to
capital raising or other factors.


 


(b)            
The Annual Bonus, if any, will be paid within two and a half (2 1/2) months after the end
of the applicable calendar year.


 


(c)            
Except as otherwise provided in Section 5 or as otherwise approved by the Compensation
Committee of the Board, in order to be eligible to receive an Annual Bonus for any calendar year, the Executive must be employed
by the Company on the last day of such calendar year.


 


4.3           
Recognition Cash Payments. In recognition of services
previously performed by the Executive, if (a) a SPAC Transaction (including the SPAC Transaction contemplated by the Agreement
and Plan of Merger (the "Merger Agreement")
by and among the Company, Roth CH Acquisition I Co. Parent Corp., Roth CH Acquisition I Co. and the other parties thereto expected
to be entered into in November 2020) is completed, and (b) the Executive remains continuously employed with the Company through
the completion of such SPAC Transaction, the Company shall pay the Executive (i) $2,000,000 in cash on the date of the completion
of such SPAC Transaction and (ii) $1,000,000 in cash on December 31, 2021.


 


4.4           
Equity
Awards.


 


(a)            
Generally. During the Employment Term following the consummation of a SPAC
Transaction, the Executive shall be eligible to participate in the PureCycle Technologies LLC Amended and Restated Equity Incentive
Plan or any successor plan (the "Equity Plan"), subject to the terms of the Equity Plan, as determined by the
Board or, if applicable, the Compensation Committee of the Board, in its discretion.


 






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(b)            
 Initial Equity Awards. In connection with, and contingent upon, the completion of a SPAC Transaction (including
the transactions contemplated by the Merger Agreement), the Company (or its affiliate) hereby agrees to grant Executive the following
initial equity awards: (w) an option to purchase a number of shares of its publicly traded common stock under the then-current
Equity Plan (the "Pubco Option"), with a fair market value on the date of grant (based on a Black-Scholes model)
of $7,000,000 at a strike price equal to the fair market value of such common stock on the date of grant and with a term of 7 years;
(x) 1,000,000 restricted shares of its publicly traded common stock (the “Pubco Restricted Shares”); and (y) 200,000
performance-based restricted stock units, each of which units will represent the right to receive one share of publicly traded
common stock of the Company or its affiliate upon the achievement of the earnout milestone set forth in Section 2.7(a)(i) of the
Merger Agreement, under the then-current Equity Plan (the "Pubco PSUs" and, together with the Pubco Option and
the Pubco Restricted Shares, the "Initial Equity Awards"), in each case, subject to the terms and conditions described
herein.


 


(i)           
Pubco Option. The Pubco Option will be granted on the date of the completion of the SPAC Transaction, subject to
the Executive’s continuous service with the Company (or its affiliate) through such date. It is anticipated that 1/3 of the
Pubco Option will vest on each of the first three anniversaries of the date of grant, in each case, subject to the Executive's
continuous service through each such vesting date; provided, however, that in no event will the Pubco Option become
exercisable prior to (A) the listing of the shares of common stock underlying the Initial Equity Awards on the Nasdaq Stock Market
and (B) registration of the offer and sale of the shares of common stock underlying the Initial Equity Awards with the Securities
and Exchange Commission on a Form S-8 (which is expected to occur approximately 60 days following the closing of the SPAC Transaction)
(clauses (A) and (B) together, the “Securities Law Requirements”).


 


(ii)          
Pubco Restricted Shares The Pubco Restricted Shares will be granted as soon as reasonably practicable following (and
contingent upon) the completion of the Securities Law Requirements, subject to the Executive’s continuous service with the
Company (or its affiliate) through such date of grant. It is anticipated that the Pubco Restricted Shares will vest as follows:
(A) 1/3 of the Pubco Restricted Shares will vest on the 6-month anniversary of the completion of the SPAC Transaction, (B) 1/3
of the Pubco Restricted Shares will vest on the 12 month anniversary of the completion of the SPAC Transaction, and (C) 1/3
of the Pubco Restricted Shares will vest on the date on which the Company’s Ironton, Ohio plant becomes operational, as certified
by Leidos in accordance with the Limited Offering Memorandum, dated September 23, 2020 (in connection with the bond offering by
Southern Ohio Port Authority to PureCycle: Ohio LLC), in each case, subject to the Executive’s continuous service through
the applicable vesting date.


 






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(iii)         
Pubco PSUs. The Pubco PSUs will be granted as soon as reasonably practicable following (and contingent upon) the
completion of the Securities Law Requirements, subject to the Executive’s continuous service with the Company (or its affiliate)
through such date of grant. It is anticipated that the Pubco PSUs will vest upon the achievement of the earnout milestone set
forth in Section 2.7(a)(i) of the Merger Agreement, subject to the Executive's continuous service through the date of such achievement.


 


The terms of each Initial Equity
Award will be documented in an award agreement under the Equity Plan, and the grant of such awards (and the date of grant) are
contingent upon the final approval of such grants by the Compensation Committee of the Board for purposes of the Equity Plan and
the Executive's execution of an award agreement with respect to each such Initial Equity Award (each, an “Award Agreement”),
and any other requirements as determined in good faith by the Compensation Committee of the Board to be necessary to comply with
applicable securities law and stock exchange requirements, it being understood that the Board has approved this Agreement and the
terms hereunder and will follow appropriate protocols to implement the awards described herein. Notwithstanding anything herein
to the contrary, the Award Agreement for each Initial Equity Award will provide that, in the event of a termination of the Executive’s
employment by the Company without Cause (as defined below) or by the Executive for Good Reason (as defined below), the applicable
Initial Equity Award will vest in full and, in the case of the Pubco Option, remain exercisable until the earlier of (i) two years
after the date of such termination and (ii) the original expiration date of the Pubco Option.


 


4.5           
Fringe
Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites
consistent with those provided to similarly situated executives of the Company.


 


4.6           
Employee
Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans,
practices, and programs maintained by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"),
on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent
consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend
or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan
and applicable law.


 


4.7           
Vacation;
Paid Time Off. During the Employment Term, the Executive shall be entitled to vacation in accordance with the Company's
vacation policies, as in effect from time to time. The Executive shall receive other paid time off in accordance with the Company's
policies for executive officers as such policies may exist from time to time and as required by applicable law.


 


4.8           
Business
Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business,
entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive's duties hereunder
in accordance with the Company's expense reimbursement policies and procedures, including for reasonable business-related travel
to the Company's principal executive office (currently located in Orlando, Florida).


 






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4.9           
Indemnification.
The Company shall indemnify and hold the Executive harmless to the same extent as other
directors and officers of the Company for acts and omissions in the Executive's capacity as an officer, director, or employee of
the Company as provided in the Company's governing documents and any individual indemnification agreement with the Executive.


 


4.10         
Liability Insurance. The Company shall ensure that the Executive is covered at all times under the same Director
and Officer (D&O) insurance that is provided to members of the board of the Company.


 


5.            
Termination
of Employment. Notwithstanding anything herein to the contrary, the compensation and benefits described in this Section
5 shall be effective only after the consummation of a SPAC Transaction. The Employment Term and the Executive's employment hereunder
may be terminated by either the Company or the Executive at any time and for any reason or for no particular reason; provided that,
unless otherwise provided herein, either party shall be required to give the other party at least 30
days advance written notice of any termination of the Executive's employment. Upon termination of the Executive's employment
during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5
and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates, except to
the extent otherwise provided in the Equity Plan, related award agreements (including the Award Agreements), or any other employee
benefit plans in which the Executive participates.


 


5.1            
Expiration
of the Term, For
Cause, or Without Good Reason.


 


(a)            
The Executive's employment hereunder may be terminated upon either party's failure to
renew the Agreement in accordance with Section 1, by the Company for Cause, or
by the Executive without Good Reason and the Executive shall be entitled to receive:


 


(i)           
any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on
the pay date immediately following the date of the Executive's termination in accordance with the Company's customary payroll procedures;


 


(ii)          
any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the date of the Executive's
termination, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant
to any applicable deferred compensation arrangement; provided that, if the Executive's employment is terminated by the Company
for Cause or the Executive resigns without Good Reason, then any such earned but unpaid Annual Bonus shall be forfeited;


 






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(iii)         
 reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid
in accordance with the Company's expense reimbursement policy; and


 


(iv)         
such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company's
employee benefit plans as of the date of the Executive's termination; provided that, in no event shall the Executive be entitled
to any payments in the nature of severance or termination payments except as specifically provided herein.


 


Items 5.1(a)(i) through 5.1(a)(iv)
are referred to herein collectively as the "Accrued Amounts."


 


(b)            
For purposes of this Agreement, "Cause" shall mean:


 


(i)           
the Executive's willful failure to perform his duties
(other than any such failure resulting from incapacity due to physical or mental illness);


 


(ii)          
the Executive's willful failure to comply with any valid and legal directive of the Chief
Executive Officer;


 


(iii)         
the Executive's willful engagement in dishonesty, illegal conduct, or misconduct,
which is, in each case, injurious to the Company or its affiliates;


 


(iv)         
the Executive's embezzlement, misappropriation, or fraud, whether or not related
to the Executive's employment with the Company;


 


(v)          
the Executive's conviction of or plea of guilty or nolo contendere to a crime that
constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;


 


(vi)         
the Executive's material violation of the Company's written policies or codes of conduct, including written policies related
to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;


 


(vii)        
the Executive's material breach of any material obligation under this Agreement or
any other written agreement between the Executive and the Company; or


 


(viii)       
the Executive's engagement in illegal conduct that brings the Company negative publicity
or into public disgrace, embarrassment, or disrepute.


 


For
purposes of this provision, none of the Executive's acts or failures to act shall be considered "willful" unless
the Executive acts, or fails to act, in bad faith or without reasonable belief that the action or failure to act was in the best
interests of the Company. The Executive's actions, or failures to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be in good faith and in the
best interests of the Company.


 






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Except for a failure, breach, or
refusal which, by its nature, cannot reasonably be expected to be cured (as reasonably determined by the Board in good faith),
the Executive shall have 30 business days from the delivery of written notice by the Company within which to cure any acts constituting
Cause.


 


(c)            
For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following, in each
case during the Employment Term without the Executive's prior written consent:


 


(i)              
any material breach by the Company of any material provision of this Agreement or
any material provision of any other agreement between the Executive and the Company;


 


(ii)           
the Company's failure to obtain an agreement from any successor to the Company to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform
if no succession had taken place, except where such assumption occurs by operation of law; or


 


(iii)           
a material adverse change in the reporting structure applicable to the Executive.


 


To
terminate his employment for Good Reason, the Executive must provide written notice
to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 30
days of the initial existence of such grounds and the Company must have at least 30 days
from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his
employment for Good Reason within 30 days after the expiration of the Company's cure period, then the Executive will be
deemed to have waived his right to terminate for Good Reason with respect to such grounds.


 


5.2           
Without
Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive
for Good Reason or by the Company without Cause. In the event of such termination, the Executive
shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6
of this Agreement and the agreements referenced therein and his execution, within 21 days
following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in
a form provided by the Company (the "Release") (such 21-day period, the "Release Execution Period"),
and the Release becoming effective according to its terms, the Executive shall be entitled to receive the following:


 






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(a)            
equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than
monthly, which are in the aggregate equal to one half (0.5) times the Executive's Base
Salary for the year that includes the date of the Executive's termination, which shall begin within 30
days following the date of the Executive's termination and continue until the six months anniversary of the Executive's
date of termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year,
payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment
shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the date of the
Executive's termination and ending on the first payment date if no delay had been imposed;


 


(b)            
If the Executive timely and properly elects health continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Executive for
the difference between the monthly COBRA premium paid by the Executive for himself
and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall
be paid to the Executive on the first of the month immediately following the month in which
the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest
of: (i) the six-month anniversary of the date of the Executive's termination; (ii) the date
the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes
eligible to receive substantially similar coverage from another employer or other source.
Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(b)
would violate the nondiscrimination rules applicable to non-grandfathered, insured group health 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 this Section 5.2(b) in a manner
as is necessary to comply with the ACA.


 


(c)            
The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Equity
Plan and the applicable award agreements.


 


5.3           
Death
or Disability.


 


(a)            
The Executive's employment hereunder shall terminate automatically upon the Executive's death during the Employment Term,
and the Company may terminate the Executive's employment on account of the Executive's Disability.


 


(b)            
If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability,
the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:


 


(i)           
the Accrued Amounts; and


 






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(ii)          
 a lump sum payment equal to the product of (i) the Annual Bonus, if any, that the
Executive otherwise would have earned for the calendar year that includes the date of the
Executive's termination had no termination occurred, based on achievement of the applicable performance goals for such year and
(ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination
and the denominator of which is the number of days in such year (the "Pro Rata Bonus"), which shall be payable
on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two-and-a-half
(2 1/2) months following the end of the calendar year that includes the date of the Executive's
termination.


 


Notwithstanding any other provision
contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent
with federal and state law.


 


(c)            
For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental
incapacity, to perform the essential functions of his job, with or without reasonable accommodation,
for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive
days. 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. The determination
of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.


 


5.4           
Notice
of Termination. Any termination of the Executive's employment hereunder by the Company or by the Executive during the
Employment Term (other than termination pursuant to Section 5.3(a) on account
of the Executive's death) shall be communicated by written notice of termination ("Notice of Termination") to
the other party hereto in accordance with Section 15. The Notice of Termination
shall specify:


 


(a)            
the termination provision of this Agreement relied upon;


 


(b)            
to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive's employment
under the provision so indicated; and


 


(c)            
the applicable date of termination, which shall be no less than 30 days following
the date on which the Notice of Termination is delivered if the Company terminates the Executive's employment without Cause or
if the Executive terminates his employment with or without Good Reason; provided that, the Company shall have the option to provide
the Executive with a lump sum payment in lieu of such notice.


 


5.5           
Resignation
of All Other Positions. Upon termination of the Executive's employment hereunder for any reason, the Executive agrees
to resign from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company
or any of its affiliates.


 






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6.            
Confidential
Information and Restrictive Covenants. As a condition of the Executive's employment with the Company and entitlement
to the compensation and benefits set forth herein, the Executive shall enter into and abide by the Restrictive Covenants Agreement
attached hereto as Exhibit A (the “Restrictive Covenants Agreement”).


 


7.            
Governing
Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida
without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall
be brought only in a state or federal court located in the state of Florida, county of Orange. The parties hereby irrevocably submit
to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action
or proceeding in such venue.


 


8.            
Entire
Agreement. Unless specifically provided herein, this Agreement, together with the Restrictive Covenants Agreement, contains
all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and
supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with
respect to such subject matter.


 


9.            
Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed
to in writing and signed by the Executive and by Chief Executive Officer of the Company.
No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be
performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or
any prior or subsequent time.


 


10.        
Severability.
Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided
above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.


 


11.        
Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


12.        
Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 






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13.        
Section
409A. 


 


13.1         
General
Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with such
intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an
event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments
under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service
or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A,
each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this
Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses
that may be incurred by the Executive on account of non-compliance with Section 409A.


 


13.2         
Specified
Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive
in connection with his termination of employment is determined to constitute "nonqualified
deferred compensation" within the meaning of Section 409A and the Executive is determined to be a "specified employee"
as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following
the six-month anniversary of the date of the Executive's termination or, if earlier, on the Executive's death (the "Specified
Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee
Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment
Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.


 


13.3         
Reimbursements.
To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in
accordance with the following:


 


(a)            
the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect
the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 


(b)            
any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following
the calendar year in which the expense was incurred; and


 


(c)            
any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for
another benefit.


 


14.        
Successors
and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment
by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, other business combination (including
a SPAC Transaction) or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure
to the benefit of the Company and permitted successors and assigns.


 







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15.        
 Notice.
Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic
delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties
by like notice):


 


If to the Company:


 


PureCycle Technologies LLC


 


5950 Hazeltine National Drive, Suite 650


Orlando, FL 32822


 


If to the Executive: the most recent
mailing address provided by the Executive to the Company as reflected in the Company's records.


 


16.        
Representations
of the Executive. The Executive represents and warrants to the Company that:


 


The
Executive's acceptance of employment with the Company and the performance of his duties
hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding
to which he is a party or is otherwise bound.


 


The
Executive's acceptance of employment with the Company and the performance of his duties
hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or
third-party.


 


17.        
Withholding.
The Company or its designee shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes
in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


18.        
Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive
such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 


19.        
Acknowledgement
of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY
READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.


 


[signature page
follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


 


 


 


	 	PURECYCLE TECHNOLOGIES
    LLC
	 	 
	 	By 	/s/ Michael Otworth
	 	 	 	Name: 	Michael Otworth
	 	 	 	Title:	 Chief Executive Officer
	EXECUTIVE	 
	Signature:	/s/ Michael Dee	 	 
	Print Name: 	Michael Dee	 	 



 


	PCT Board Approval:	 
	Richard Brenner	/s/ Richard Brenner	 
	John Scott	/s/ John Scott	 
	Andy Glockner	/s/ Andy Glockner	 
	Tanya Burnell	/s/ Tanya Burnell	 
	Jim Donnally	/s/ Jim Donnally	 


 






     


     


    

 



Exhibit A


 


Form of Restrictive Covenants Agreement


 


[See attached]