Exhibit 10.19


 


EMBARK TRUCKS INC.


424 Townsend St, San Francisco, CA


 


May 9, 2018


 


Brandon Moak


 


Dear Brandon:


 


Embark Trucks Inc., a Delaware corporation
(the “Company”), is pleased to confirm your employment with the Company on the terms described below.


 


1.           
Position. You will continue in a full-time position as Chief Technology Officer. By signing this letter, you confirm
with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with
the Company.


 


2.           
Base Salary. You will continue to be paid a salary at the rate of $100,000 per year, which will be paid in accordance with
the Company’s standard payroll policies and subject to applicable withholdings and other required deductions.


 


3.           
Employee Benefits. As a regular employee of the Company, you will be eligible to participate in those Company-sponsored
benefits generally made available to all full-time employees. Including health, vision and dental insurance for you and your dependents
(spouse and children), catered lunch and dinner, and our kitchen stocked with breakfast and snacks. 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.


 


4.           
Confidential Information and Invention Assignment Agreement. You will continue to comply with, and be bound by, the
Confidential Information and Invention Assignment (the “Confidentiality Agreement”) that you previously entered into
with the


Company, which will remain in full force
and effect.


 


5.            Employment
Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will continue
to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason,
with or without cause or notice. Any contrary representations which may have been made to you are superseded by this offer. This is
the full and complete agreement between you and the Company on this term. 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 changed in an express written agreement signed by you the Company’s Chief Executive
Officer.


 


6.           
Outside Activities. While you render services to the Company, you will not assist any person or entity in competing with
the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.


 






     


     


    

 


7.            Taxes,
Withholding and Required Deductions. All forms of compensation referred to in this letter are subject to all applicable taxes,
withholding and any other deductions required by applicable law.


 


 8.            Miscellaneous.




 


(a)        Governing Law. The validity,
interpretation, construction and performance of this letter, and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of state of California, without giving
effect to principles of conflicts of law.


 


(b)         Entire Agreement. This
letter, together with the Confidentiality Agreement, sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written,
between them relating to the subject matter hereof.


 


(c)         Counterparts. This letter
may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which
together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of
an original, and a facsimile signature will be deemed an original and valid signature.


 


(d)         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.


 


[Signature Page Follows]


 






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Please sign and date the enclosed
duplicate original of this letter and return them to me.


 


	 	Very truly yours,
	 	 
	 	EMBARK TRUCKS INC.
	 	
	 	/s/ Alex Rodrigues  
	 	Alex Rodrigues, CEO
	 	 




	ACCEPTED AND AGREED:	 
	 	 
	BRANDON MOAK	 
		 
	/s/ Brandon Moak  	 
	(Signature)	 
	 	 
	5/9/2018 3:27:07
    PM PDT	 
	Date	 




 






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