PIONEER POWER SOLUTIONS, INC. 8-K


Exhibit 10.1


 







THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
THIRD Amendment to Employment Agreement (this “Amendment”)
is made and entered as of this 30th day of March, 2020, (the “Amendment Effective Date”)
by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Nathan J.
Mazurek (the “Executive”) for purposes of amending that certain Employment Agreement, dated as of March
30, 2012, as amended on November 11, 2014, and June 30, 2016 by and between the Company and the Executive (the “Agreement”).
Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Agreement.


 


WHEREAS,
the Term under the Agreement is scheduled to expire on December 31, 2020 and the Company and the Executive desire to extend the
Term to March 31, 2023, unless terminated earlier in accordance with Article II of the Agreement;


 


WHEREAS,
in connection with such extension of the Term, the Company and the Executive desire to adjust the Executive’s base salary
as set forth in this Amendment; and


 


WHEREAS,
Section 5.08 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.


 


NOW
THEREFORE, pursuant to Section 5.08 of the Agreement, and for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Company and the Executive agree as follows:


 


1.       The
first sentence of Section 1.04 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said sentence
in its entirety and substituting in lieu thereof the following sentence:


 


“The
term of the Executive’s employment under this Agreement shall begin on April 1, 2012 (the “Effective Date”)
and shall continue in effect through the earlier of March 31, 2023, or until 365 days after the Company completes a transaction
whereby Provident Pioneer Partners L.P. is no longer a shareholder of the Company (the “Term”).”


 


2.       Section
1.05 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting
in lieu thereof the following new Section 1.05:


 


“Base
Salary. The Company shall pay the Executive an annual base salary, less applicable payroll deductions and tax withholdings
(the “Base Salary”) for all services rendered by the Executive under this Agreement of (i) $410,000,
for the period beginning on the Amendment Effective Date and ending on December 31, 2015; (ii) $425,000, for the period beginning
on January 1, 2016 and ending on December 31, 2016; (iii) $440,000, for the period beginning on January 1, 2017 and ending on
December 31, 2017; (iv) $465,000, for the period beginning on January 1, 2018 and ending on December 31, 2018; (v) $490,000, for
the period beginning on January 1, 2019 and ending on December 31, 2019; (vi) $515,000 per annum, for the period beginning on
January 1, 2020 and ending on March 31, 2020; (vii) $415,000, for the period beginning on April 1, 2020 and ending on March 31,
2021; (viii) $435,500, for the period beginning on April 1, 2021 and ending on March 31, 2022; (v) $457,500, for the period beginning
on April 1, 2022 and ending on the last day of the Term. The Company shall pay the Base Salary in accordance with the normal payroll
policies of the Company.”


 






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3.       Except
as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions
thereof.


 


4.       In
the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.


 


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[Remainder
of Page Intentionally Left Blank


Signature
Page Follows.]


 


 




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





 







	 	THE
COMPANY:
	 	 
	 	PIONEER
    POWER SOLUTIONS, inc.
	 	 	 
		By:	/s/
    Thomas Klink
	 	Name:	Thomas
    Klink
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	 	 
	 	EXECUTIVE:
	 	 
	 	 
	 	/s/ Nathan J. Mazurek
	 	Nathan J. Mazurek











 












 


 





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