Exhibit 10.13


 


 


 


January 30, 2018


 


Steve Schell


301 S. Altura Road


Arcadia, CA 91007


 


Dear Steve:


 


It gives me great pleasure to
offer you employment as VP, Engineering for Edisun Mircrogrids, Inc. (the “Company”). You will report to me, Bill Gross, Chief
Executive Officer, Edisun Mircrogrids, Inc. As we discussed you will begin your employment on March 5, 2018 and the following terms and
conditions will apply to your employment:


 


		1.	Salary. Your salary will be $8,653.85 payable on a bi-weekly basis (annualized to $225,000 per
year) in accordance with the Company’s normal payroll practices. Your salary is subject to modification during your employment in
accordance with the Company’s practices, policies, or procedures.



 


		2.	Incentive Compensation. In addition to your salary, upon approval of the Company’s Board
of Directors, the Company will grant you an option to purchase 500,000 shares of the Company’s common stock pursuant to the terms
provided on Attachment I (Stock Option Summary Sheet) and subject to the terms of the Company’s Stock Plan and an applicable stock
option agreement between you and the Company. You understand that incentive compensation is not guaranteed.



 


		3.	Signing Bonus. The Company will pay you a signing bonus of $50,000 (less applicable withholding)
on March 5, 2018. If, before you complete twelve (12) months of continuous employment with the Company, your employment ends because you
resign without Good Reason or due to a termination by the Company for Cause, then you must return the bonus on a pro-rata basis (on an
after-tax basis) to the Company.



 


“Good Reason”
is defined as (i) you are assigned duties materially inconsistent with, or reflecting a materially adverse change in, your compensation,
position, duties, or responsibilities with the Company or (ii) the Company’s principal executive offices are relocated to a location
which would require you to commute at least thirty (30) miles more each way than your commute to the Company’s principal executive
offices as of the date of this Agreement.


 


“Cause”
is defined as (i) any act of fraud, embezzlement or dishonesty taken by you in connection with your job responsibilities, (ii) your conviction
of or plea of guilty or nolo contendere to a felony, (iii) your willful misconduct which adversely affects or is likely to adversely affect
the business and affairs of the Company, (iv) your continued willful refusal to perform your employment duties after you have received
a written demand for performance from the Company which specifically sets forth the factual basis for the Company’s belief that
you have willfully refused to perform your duties or (v) your material breach of any provision of your offer letter or Employee Confidentiality
Agreement or Non-Disclosure Agreement.


 




     


     


    

 


		4.	Flexible Time Off. You will be able to use Flexible Time Off (FTO) with pay during current and
subsequent years of employment in accordance with the Company’s FTO policy.



 


		5.	Benefits (Health and Welfare Plans). In addition to your compensation, you will be eligible to
receive the benefits that are generally offered to all Company employees effective the first of the month following your hire date. The
program includes medical plans, dental plans, a vision plan, flexible spending accounts, disability insurance, and life and accidental
death and dismemberment insurance. These programs are subject to change at the discretion of the Company.



 


		6.	401(k) Plan. You will be eligible to participate in the Company’s 401(k) Plan on your hire
date. This plan is subject to change at the discretion of the Company.



 


		7.	Holidays. You will be paid for selected holidays in accordance with the Company’s holiday
schedule. This schedule is subject to change at the discretion of the Company.



 


As a condition of your employment
with the Company, you will furnish and will continue to furnish the Company all necessary documentation that will satisfy the requirements
of the Immigration Reform and Control Act of 1986.


 


Your employment is expressly
contingent upon the acceptable results of a background check. Any falsification of an applicant’s employment history or educational
background will result in withdrawal of the offer and or termination of employment, if hired.


 


Your employment with the Company
is at will. This means that either you or the Company may terminate your employment at any time, with or without cause and with or without
notice. We both agree that any dispute arising with respect to your employment and the termination of that employment shall be conclusively
settled by final and binding arbitration in accordance with the arbitration procedures described in the Employee Confidentiality and Non-Disclosure
Agreement.


 


By
signing this letter, you acknowledge that the terms described in this letter, together with the Employee Confidentiality and Non-Disclosure
Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral;
there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this
letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Edisun Mircrogrids,
Inc. except that the Company may, in its sole discretion, adjust salaries, incentive compensation, benefits, job titles,
locations, duties, responsibilities, and reporting relationships.


 




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Enclosed are the following:


 


		1.	Attachment I — Stock Option Summary Sheet



		2.	Employee Confidentiality and Non-Disclosure Agreement



 


Our offer is contingent on your
understanding and acceptance of the agreements and practices referred to in this letter. Please acknowledge your acceptance of this offer
of employment on the terms indicated by signing the enclosed copy of this letter, completing the Employee Confidentiality and Non-Disclosure
Agreement and returning them to me as soon as possible. Should you have any questions, please feel free to contact me. Steve, I am personally
pleased you have chosen to accept our offer and I look forward to working with you toward our mutual success.


 


Sincerely,


 


	/s/ Bill Gross	 



Bill Gross


Chief Executive Officer


Edisun Mircrogrids, Inc.


 


I accept the position of VP,
Engineering Edisun Mircrogrids, Inc., on the terms described within this letter.


 


	/s/ Steve Schell	 	1-31-18
	Steve Schell – SIGNATURE	 	DATE



 




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ATTACHMENT I


 


EDISUN MIRCROGRIDS, INC.


 


STOCK OPTION SUMMARY SHEET


 


The following is a summary
sheet of certain terms which apply to option grants to purchase common stock of Edisun Mircrogrids, Inc. (the “Company”).
For complete details, please carefully review the Company’s stock plan and the applicable option agreement between you and the Company.


 


	
    Exercise Price:
	The purchase price per share will be equal to the fair market value of the common stock on the grant date.
	 	 
	Vesting:	
    Assuming you remain an employee,
    your stock option will vest with respect to 25% of the shares subject to the option on the one year anniversary of your commencement of
    employment and thereafter, 1/48th of the total shares each month so that the shares are fully vested on the fourth anniversary
    of your commencement date. Fifty percent (50%) of any unvested shares shall accelerate and become immediately vested if within six months
    after a Change of Control (as defined below), you are terminated by the Company other than for Cause (as defined below) or your employment
    is terminated by you for Good Reason (as defined below).

     

    A “Change of Control”
    shall occur upon (i) any acquisition or merger of the Company where the stockholders of the Company immediately prior to such transaction
    hold 50% or less of the voting power of the surviving corporation or (ii) any sale of all or substantially all of the assets of the Company.

     

    “Cause” is defined
    as (i) any act of fraud, embezzlement or dishonesty taken by you in connection with your job responsibilities, (ii) your conviction of
    or plea of guilty or nolo contendere to a felony, (iii) your willful misconduct which adversely affects or is likely to adversely affect
    the business and affairs of the Company, (iv) your continued willful refusal to perform your employment duties after you have received
    a written demand for performance from the Company which specifically sets forth the factual basis for the Company’s belief that
    you have willfully refused to perform your duties or (v) your material breach of any provision of your offer letter or Employee Confidentiality
    and Non-Disclosure Agreement.

     

    “Good Reason”
    is defined as (i) you are assigned duties materially inconsistent with, or reflecting a materially adverse change in, your compensation,
    position, duties, or responsibilities with the Company or (ii) the Company’s principal executive offices are relocated to a location
    which would require you to commute at least thirty (30) miles more each way than your commute to the Company’s principal executive
    offices as of the date of this Agreement.

     

	Additional Conditions:	All option grants are subject to approval by the Company’s Board of Directors and availability under the Company’s option pool. Any stock option will be granted as of the date of approval of the grant by the Company’s Board of Directors. All option grants are subject to the terms, definitions and provisions of the Company’s stock plan and an applicable option agreement between you and the Company.


 


 


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