Exhibit 10.11


 





 


Dear Jikun,


 


On behalf of Momentus Inc, a Delaware
corporation (the “Company”), I am pleased to offer you employment with the Company in the full-time position of CFO reporting
to CEO of Momentus at our offices at 3050 Kenneth St, Santa Clara, CA. We know you will be a wonderful addition to
our team. While with Momentus your employment,compensation, and benefits are conditioned upon your acceptance of the terms provided
in this letter agreement.


 


Compensation:
The Company will pay you a base salary of $350,000 per year, payable in accordance with the Company’s standard payroll
schedule. Your base salary will be subject to adjustment according to the Company’s employee compensation policies then in effect
from time to time. In addition to your base salary, you will have the opportunity to earn a bonus equal of 30% of your annual base salary,
as set forth herein. Bonuses (if any) will be awarded based on the achievement of objective or subjective criteria established by the
Company’s CEO and approved by both you and the Company’s Board of Directors (the “Board”). These criteria may
consist of one or more factors, including, without limitation, your manager’s evaluation of your job performance and the Company’s
financial performance. Any Bonus for the Company’s fiscal year in which your employment begins will be prorated, based on the number
of days the Company employs you during that fiscal year. Any bonus for a fiscal year will be paid within 21⁄2 months following the
fiscal year to which it relates, but only if you are employed by the Company at the time of payment. The Board will determine whether
the Company will offer a Bonus in its sole discretion.


 


Equity
Award: Subject to the approval of the Board, you will be granted an equity award (the “Equity Award”) with respect
to shares of Company Common Stock (each, a “Share”), that, in the sole discretion of the Board, will be either in the form of
(i) an option to purchase 2,500,000 Shares (the “Fixed Award”); or (ii) a variable award of equity (the “Variable Award”)
having a grant date fair value of $4,000,000 (the “Award Value”). If the Board elects to grant you a Variable Award, such Equity
Award may, in the sole discretion of the Board, be in the form of an option to purchase Shares (a “Variable Option”) or an award
of a number of Restricted Stock Units (“RSUs” and such award, the “RSU Award”). If, the Variable Award is granted as a
Variable Option, the number of Shares subject to the Variable Option will be equal to: (x) the Award Value divided by (y) the Black-Scholes
value of a Share on the date of grant, as determined by the Board in good faith consistent with past practices.


 


The exercise
price per share of either a Fixed Award or a Variable Option (each, an “Option”) will be equal to the fair market value for
a Share on the date the Option is granted, as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service
will agree with this value. You should consult with your own tax advisor concerning the tax consequences associated with accepting the
Option. The Option will be subject to the terms and conditions applicable to options granted under a stock option plan maintained by the
Company (as applicable, the “Plan”) and the applicable Stock Option Agreement, which you will be required to sign. You will
vest in 25% of the Option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the
next 36 months of uninterrupted service, as described in the applicable Stock Option Agreement. If, the Board determines to grant the
Variable Award in the form of RSUs, the number of Shares subject to the RSU Award will be equal to: (x) the Award Value divided by (y)
the fair market value of a Share on the date of grant, as determined by the Board in good faith. Such RSU Award, if granted, will vest
over the same 4-year period as described above with the Option except after the one-year vesting cliff, the balance may vest in quarterly
installments, subject to your continuous employment with the Company through each such vesting date. The RSU Award, if granted, will be
subject to such settlement and other terms and conditions of the Plan and the Company’s standard form of applicable RSU agreement for
use with the Plan, which you will be required to sign. Although management of the Company will recommend to the Board that you be granted
the Equity Award on the terms set forth herein, by execution of this letter, you acknowledge that you have no right to receive
the Equity Award, or any right to have the Equity Award subject to the specific terms set forth herein, unless the grant is approved
by the Board. No right to any equity award is earned or accrued until such time that vesting occurs, nor does the grant confer any right
to continue vesting or contract.


 




    


     


    





 





 


Relocation:
The company will pay you a one-time relocation bonus of $20,000.00 to be paid out within the first 90 days of employment.


 


Employee
Benefits: As a regular employee of the Company, you will be eligible to participate in several Company-sponsored benefits currently
and hereafter maintained by the Company (including, without limitation, medical insurance compensation) and generally available to similarly
situated employees of the Company, subject in each case to the terms and conditions of the plan in question, including any eligibility
requirements set forth therein, and the determination of any person or committee administering the plan. Also, you will be entitled to
paid vacation and up to one week of sick time under the Company’s policies. Notwithstanding the foregoing, the Company reserves the right
to modify job titles and salaries and to modify or terminate benefits from time to time as it deems necessary or appropriate.


 


Confidential
Information and Invention Assignment Agreement: As required of all Company employees, you agree as a condition of your employment
with the Company, to agree to be bound by the Company’s Confidential Information and Invention Assignment Agreement (“CIIAA) and
indicate your assent to its terms by signing the CIIAA. A copy of the Company’s CIIAA is attached hereto as Exhibit A.


 


Employment
Relationship: While you render services to the Company, you agree not to engage in any other employment, consulting or other business
activity (whether full time or part-time) that would create a conflict of interest with the Company or dilute your efforts for the Company.
By entering into this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations
that would prohibit you from fully performing your duties for the Company.


 


At-Will
Employment; Disclaimer of Contrary Oral or Written Statements: Your employment with the Company is “at will,” meaning that
either you or the Company may terminate your employment at any time and for any reason, with or without cause. It also means that your
employment with the Company is for no specific time. This letter agreement supersedes any contrary representations that may have been
made to you in conflict with the terms stated herein. This letter agreement is the full and complete agreement between you and the Company
regarding your employment with the Company. Although your job duties, title, compensation, and benefits, as well as the Company’s personnel
policies and procedures, may change from time to time, the “at will” nature of your employment may only be modified in an express
written agreement signed by you and a duly authorized officer of the Company (other than you).


 


Tax Matters:
All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll
taxes and other deductions required by Federal, State, and local law. You are encouraged to obtain tax advice regarding tax withholding
and other tax issues in connection with your compensation from the Company, including, as applicable, with respect to the Equity Award
and any other equity-based award granted to you. You agree that the Company does not have a duty to design its compensation policies or
any equity-based award (including, without limitation, the Equity Award), in a manner that minimizes your tax liabilities, and you will
not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation or any equity-based
award (including, without limitation, the Equity Award).


 







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Health
and Safety: Among other business functions, the Company is engaged in the manufacturing and testing of hardware, which requires compliance
with safety standards. As a condition of your employment, you
agree to respect all signs and barricades as well as follow all safety precautions that may be required of employees and other persons
entering into areas in which hardware components are stored, transported, tested, or modified, or where caution is needed. You agree to
attend and comply with all mandatory safety training (s) and immediately report any unsafe conditions to your Manager or executives of
the Company when seen.


 


Diversity
and Mutual Respect: The Company is proud of its diversity in its hiring of its officers, employees, consultants, and vendors. We expressly
prohibit discrimination in any form based on race, color, ancestry, national origin, religion, sex: (including pregnancy, childbirth,
and related medical conditions), disability: (physical or mental), age, genetic information, marital status, sexual orientation, gender
identity and gender expression, AIDS/HIV, medical conditions, political activities or affiliations, military or veteran status, victims
of domestic violence, assault, or stalking and any other characteristic protected by local, state or federal law. Mutual respect and cooperation
are expected and required of all persons working with and for the Company. You agree to read, understand and comply with the Company’s
policies against discrimination, harassment and retaliation and security, which will be provided to you in connection with or following
the commencement of your employment and further agree to attend all mandatory training sessions.


 


Interpretation,
Amendment, and Enforcement: This letter agreement and Exhibit A supersede and replace any prior agreements, representations or.understandings
(whether written, oral, implied or otherwise) between you and the Company and constitutes the complete agreement between you and the Company
regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement
signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes
as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with,
this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”)
will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company expressly agree to submit
to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California in connection with any
Dispute or any claim related to any Dispute.


 


Electronic
Delivery: The Company may, in its sole discretion, decide to deliver any documents or notices related to this letter, securities of
the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered to you by applicable
securities law or any other law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. You hereby
consent to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents
electronically and agree to participate through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.


 


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We hope that you will accept our
offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating this letter agreement
and the enclosed Confidential Information and Invention Assignment Agreement and returning them to me.


 


This offer,
if not accepted, will expire at the close of business on 09/07/2020. Your employment is also contingent upon your starting work with the
Company on or before 09/28/2020. As required by law, your employment with the Company is contingent upon your providing legal proof of
your identity and authorization to work in the United States, as well as the successful completion of a background check to the Company’s
satisfaction.


 


	Very truly yours,	 
	 	 
	Momentus, Inc.	 
	 	 
	By:	/s/ Mikhail Kokorich	 
	Name: 	Mikhail Kokorich	
	Title:	CEO	 
	Dated: 	09/05/2020	 
	 	 
	I have read and accept this employment offer:	 
	 	 
	By:	/s/ Jikun Kim	 
	Name: 	Jikun Kim	 
	Dated:	09/06/2020	 



 


Attachment


Exhibit A: Confidential Information and Invention Assignment
Agreement


 


 


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