**Exhibit4.11**

 

EmploymentAgreement

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ThisEmployment Agreement (the “**Agreement**”) is made and entered into as of March 7, 2024, by and between Bob Wu (the “**Executive**”)and Australian Oilseeds Holdings Limited, a Cayman Island exempted company (the “**Company**”).

 

WHEREAS,the Company desires to employ the Executive on the terms and conditions set forth herein; and

 

WHEREAS,the Executive desires to be employed by the Company on such terms and conditions.

 

NOW,THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

 

1.Term. The Executive’s employment hereunder shall be effective as of March 15, 2024 (the “**Effective Date**”)and shall continue until terminated earlier pursuant to Section 5 of this Agreement; provided that, on such first anniversary of theEffective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “**Renewal Date**”),the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unlesseither party provides written notice of its intention not to extend the term of the Agreement at least 30 days’ prior to the applicableRenewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “**EmploymentTerm.**”

 

2.Position and Duties.

 

2.1Position. During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company, reporting to theCompany’s the Board of Directors (the “the Board”). In such position, the Executive shall have such duties, authority,and responsibilities as shall be determined from time to time by the Board, which duties, authority, and responsibilities are consistentwith the Executive’s position.

 

2.2Duties. During the Employment Term, the Executive shall devote substantially all of the Executive’s business time and attentionto the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation forcompensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly withoutthe prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior writtenconsent of the Board (which consent can be withheld by the Board in its discretion), act or serve as a director, trustee, committee member,or principal of any type of business, civic, or charitable organization, and (b) purchase or own less than five percent (5%) of the publiclytraded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controllingperson of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and(b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder,including, but not limited to, the obligations set forth in Section 2 hereof.

 

3.Place of Performance. The principal place of Executive’s employment shall be 126-142 Cowcumbla Street, Cootamundra, NSW,Australia; provided that, the Executive may be required to travel on Company business during the Employment Term.

 

 

 

4.Compensation.

 

4.1Base Salary. The Company shall pay the Executive an annual base salary of USD $100,000 in periodic installments in accordancewith the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’sbase salary shall be reviewed at least annually by the Compensation Committee of the Board, and the Compensation Committee of the Boardmay, but shall not be required to, increase the base salary during the Employment Term. The Executive’s annual base salary, asin effect from time to time, is hereinafter referred to as “**Base Salary**”.

 

4.2Equity Awards. During the Employment Term, the Executive shall be eligible to participate in the Australian Oilseeds HoldingsLimited 2023 Equity Incentive Plan or any successor plan, subject to the terms of the Australian Oilseeds Holdings Limited 2023 EquityIncentive Plan or successor plan, as determined by the Board or the Compensation Committee, in its discretion.

 

4.3Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisitesconsistent with the practices of the Company and governing benefit plan requirements (including plan eligibility provisions), and tothe extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company, includingperquisites made available to other employees of the Company, subject to Executive’s satisfaction of all applicable eligibilityconditions to receive such fringe benefits and perquisites.

 

4.4Employee 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**”), ona basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent withapplicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any EmployeeBenefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

 

4.5Vacation; Paid Time Off. During the Employment Term, the Executive shall be entitled to 21 days of paid vacation days per calendaryear (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time, inclusiveof vacation days and excluding medical leaves and standard paid Company holidays, in the same manner as Annual Leave days for employeesof the Company generally accrued. The Executive shall receive other paid time off in accordance with the Company’s policies forexecutive officers as such policies may exist from time to time.

 

4.6Business 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 accordancewith the Company’s expense reimbursement policies and procedures.

 

5.Termination of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either theCompany or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be requiredto give the other party at least the minimum number of weeks’ advance written notice of any termination of the Executive’semployment as required by Australia’s Fair Work Act and National Employment Standards. On termination of the Executive’semployment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 andshall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

 

 

 

5.1Termination For Cause.

 

(a)The Executive’s employment hereunder may be terminated by the Company for Cause. If the Executive is terminated for Cause, TheExecutive shall be entitled to receive:

 

(i)any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid;

 

(ii)reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordancewith the Company’s expense reimbursement policy; and

 

(iii)such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employeebenefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature ofseverance or termination payments except as specifically provided herein.

 

Items5.1(a)(i) through 5.1(a)(iii) 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 Executive’s duties (other than any such failure resulting from incapacity dueto physical or mental illness);

 

(ii)the Executive’s willful failure to comply with any valid and legal directive of the Board or the Company;

 

(iii)the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injuriousto 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 major indictable offence or acrime involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to performservices for the Company, or results in material/reputational or financial harm to the Company or its affiliates;

 

(vi)the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies relatedto discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct:

 

(vii)the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);

 

(viii)the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executiveand the Company; or

 

 

 

(ix)the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into publicdisgrace, embarrassment, or disrepute.

 

Forpurposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless itis done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omissionwas in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adoptedby the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executivein good faith and in the best interests of the Company.

 

5.2Without Cause.

 

(a)Subject to Section 5.2(b), the Employment Term and the Executive’s employment hereunder may be terminated by the Executive forGood Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the AccruedAmounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement, and theExecutive shall be entitled to receive a lump sum payment equal to three months of base salary, which shall be paid pursuant to Section5.2(b).

 

(b)Notwithstanding the foregoing and subject to applicable law, no payment shall be made or benefit provided to Executive or Executive’sestate, as applicable, pursuant to this Section 5.2, unless Executive or a representative or agent of Executive’s estate, as applicable,signs and, if applicable, does not revoke a general release of all claims against the Company, and any related, affiliated, or associatedpersons and/or entities as the Company may designate or determine in its sole discretion, in such form as the Company may reasonablyrequire (the “**Release**”). The Release must be signed by Executive or Executive’s estate, as applicable, and returnedto the Company within the period designated by the Company, which shall not extend later than 50 days after the Termination Date. Anypayment to be made or benefit provided pursuant to this Section 5.2 of the Agreement shall be tendered in accordance with the scheduleto be set forth in the Release.

 

5.3Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive duringthe Employment Term shall be communicated by written notice of termination (“**Notice of Termination**”) to the otherparty hereto. 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 employmentunder the provision so indicated; and

 

(c)The applicable Termination Date.

 

5.4Termination Date. The Executive’s “**Termination Date**” shall be:

 

(a)If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to theExecutive;

 

 

 

(b)If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,which shall be no less than the minimum number of weeks’ advance written notice of any termination of the Executive’s employmentas required by Australia’s Fair Work Act and National Employment Standards; provided that, the Company shall have the option toprovide the Executive with a lump sum payment equal to [six (6) months’ Base Salary in lieu of such notice, which shall be paidin a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Dateshall be the date on which such Notice of Termination is delivered;

 

(c)If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’sNotice of Termination, which shall be no less than sixty (60) days following the date on which the Notice of Termination is delivered;provided that, the Company may waive all or any part of the 60-day notice period for no consideration by giving written notice to theExecutive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company;and

 

(d)If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, theRenewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

 

6.Restrictive Covenants.

 

6.1Non-Competition. Because of the Company’s legitimate business interest as described herein and the good an valuable considerationoffered to the Executive, during the Employment Term and for the period of three (3) years, to run consecutively, beginning on the lastday of the Executive’s employment with the Company, the Executive agrees and covenants not to engage in Prohibited Activity worldwide.

 

(a)For purposes of this Section 6, “**Prohibited Activity**” is activity in which the Executive contributes the Executive’sknowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent,employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the sameor similar business as the Company, including those engaged in the business of processing, manufacture and sale of non-GMO oilseeds andorganic and non-organic food-grade oils. Prohibited Activity also includes activity that may require or inevitably requires disclosureof trade secrets, proprietary information, or Confidential Information.

 

(c)Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities ofany corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of,or a member of a group that controls, such corporation.

 

6.2Non-Solicitation of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attemptto hire or recruit, or induce the termination of employment of any employee of the Company, or attempt to do so, during the twelve (12)month period beginning on the last day of the Executive’s employment with the Company.

 

6.3 Non-Solicitationof Customers. The Executive understands and acknowledges that because of the Executive’s experience with and relationshipto the Company, the Executive will have access to and learn about much or all of the Company’s customer information.“**Customer Information**” includes, but is not limited to, names, phone numbers, addresses, email addresses,order history, order preferences, chain of command, decisionmakers, pricing information, and other information identifying facts andcircumstances specific to the customer and relevant to sales.

 

 

 

TheExecutive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparableharm.

 

TheExecutive agrees and covenants, during the twelve (12) month period, beginning on the last day of the Executive’s employment withthe Company, not to directly or indirectly solicit, contact (including but not limited to email, regular mail, express mail, telephone,fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former or prospective customersfor purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.

 

7.Non-Disparagement. The Executive agrees and covenants that the Executive will not at any time make, publish, or communicate toany person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company orits businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associatedthird parties.

 

ThisSection 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannotbe waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdictionor an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

 

8.Remedies. In the event of a breach or threatened breach by the Executive of Section 7, Section 8, or Section 9 of this Agreement,the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporaryor permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessityof posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetarydamages, or other available forms of relief.

 

9.Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Australia.Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a court located in New South Wales.The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to themaintenance of any such action or proceeding in such venue.

 

10.Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations betweenthe 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. The parties mutually agree that the Agreementcan be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

 

11.Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreedto in writing and signed by the Executive and by an authorized individual with the Company. No waiver by either of the parties of anybreach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemeda waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of ordelay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any otheror further exercise thereof or the exercise of any other such right, power, or privilege.

 

 

 

12.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified,or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of theremainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to becomea part hereof and treated as though originally set forth in this Agreement.

 

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

 

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

 

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

 

16.Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personallyor sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forthbelow (or such other addresses as specified by the parties by like notice):

 

Ifto the Company:

 

AustralianOilseeds Holdings Limited 126-142 Cowcumbla Street

Cootamundra,NSW 2590

Attn:Gary Seaton, Chairman and Chief Executive Officer (gary@energreennutrition.com.au)

 

If to the Executive:

 

Mr.Bob Wu

c/oAustralian Oilseeds Holdings Limited 126-142 Cowcumbla Street

Cootamundra,NSW 2590

 

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

 

(a)The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not conflict with or resultin a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Executive is a party or isotherwise bound.

 

(b)The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not violate any non-solicitation,non-competition, or other similar covenant or agreement of a prior employer.

 

18.Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties heretoshall 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 THE EXECUTIVE HAS FULLY READ, UNDERSTANDS ANDVOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONSAND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

 

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INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.