Exhibit 10.5


 


 


 


PHOENIX
CARS, LLC


OFFER
OF EMPLOYMENT


 


October 7, 2021


 


Ronald Iacobelli


5138 Cypress Street


Vancouver, BC, V6M 4J1


Cell (604)418-5603


rviacobelli@gmail.com


 


Dear Mr. Iacobelli,


 


We are very excited that you will be joining Phoenix
Cars LLC, a Delaware Limited Liability Company (the “Company”), as CTO reporting to the CEO Joseph R. Mitchell, effective on
October 11, 2021 (the “Effective Date”). This letter will confirm the terms of your employment.


 


Position and Duties


You shall serve in the position of CTO of the
Company and shall perform all the duties assigned by the CEO. Your position, job description, salary, duties and responsibilities may
be modified from time to time in the sole discretion of the Company. You agree to strictly adhere to all of the rules and regulations
of the Company as may be set forth in any Employee Manual or published policies of the Company now or in the future, including all amendments
to the Manual which may be made in the future in the Company's sole discretion (as published or amended from time to time, the “Manual”).


 


Limited Other Employment


You agree to devote your full business time,
attention, and best efforts to the business of the Company during the employment relationship. The Company’s normal business
hours are from 8:00 a.m. to 5:00 p.m. PST, Monday through Friday. Notwithstanding the foregoing provisions of this
paragraph, you may provide services only to INTGR8 in the same manner/scope of work as currently performing, so long as such
services do not interfere with the performance of your obligations to the Company or the provision of such services has been
approved in writing by the Company. The Company acknowledges that you are co-owner and executive of INTGR8 Technologies Inc. and
agrees that you will continue only in that role and as within the terms of this paragraph.


 


Compensation of Employee


 


		(a)	Salary - The Company shall pay you, and you agree to accept from the Company in payment for your
services to the Company, a salary of $230,000 per year (the “Yearly Salary”), payable in equal bi-monthly installments
on regular dates established by the Company, subject to applicable tax withholding requirements. Any proposed increase of your salary,
compensation or benefits must be approved by the CEO.



 


		(b)	Annual Performance Bonus - You
will be eligible to receive an annual bonus of 50% of base salary based or the Company’s performance and your individual
KPI performance. To incentivize you to remain employed with the Company, you must be employed
on the date any bonus is paid in order to earn the bonus.



 






     


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		(c)	Stock Option - Subject to the approval of the Board and in accordance with the existing policies
and plans of the Company governing the vesting practices, you will be granted 500,000 shares of stock options of Phoenix Motor
Inc’s Common Stock.



 


		(d)	Vacation; Sick Leave; Holidays - 4 weeks (20 days) Paid
                                                                 Time off (PTO) , accrued on a monthly basis for each full month of employment. PTO may be applied to vacations, sick days, doctor
                                                                 visits, or other personal leaves and time off as you may choose, not to exceed your total accrual. Prior supervisor approval should
                                                                 be obtained whenever possible; emergency situations notwithstanding. Standard company holidays are established by Company management
                                                                 during the first few weeks of each year. For the current year (2021) the Company currently recognizes nine (9) fixed holidays
                                                                 and one floating holiday. A list of approved holidays is included as an addendum to the employee handbook which will be provided by
                                                                 the Human Resources Department.



 


		(e)	Insurance - Effective the first day of the month following 30 days of employment, you will be eligible
to participate in the Company healthcare benefit plan or such other plan for foreign non- resident executive employee. The plan includes
medical, dental and vision coverage for you and your family. The Company pays 75% of the Gold 0/30 BlueShield of California plan cost
of employee and eligible Family member. 75% of the cost of coverage for you, as an employee and eligible family. The company will also
contribute 75% of life insurance coverage for you equivalent to your base annual wage rate, subject to coverage limitations of the insurance
carrier. Although you may be eligible for such benefits if they become available in the future, the Company does not promise or represent
that such benefits will in fact become available or that once made available they will be continued.



 


		(f)	401(k) Plan - The Company offers a 401K plan. You will be eligible to enter the plan at the
beginning of the month following completion of 90 days employment. There is no Company match for the plan at this time, but the Company
may elect to make future contributions to the plan at its sole discretion.



 


		(g)	Employee Expenses - The Company will reimburse you for pre-approved business expenses (approved
by the CEO), as provided within the guidelines of the Company’s expense policy. All expenses shall be subject to review and approval
by your direct report and shall require reasonable documentation.



 


At-Will Employment


Employment with the Company is employment at-will.
Employment at-will may be terminated with or without cause and with or without notice at any time at the will of either you or the Company.
Terms and conditions of employment with the Company may be modified at the sole discretion of the Company with or without cause and with
or without notice. Other than the Company CEO, no one has the authority to make any agreement for employment other than for employment
at-will or to make any agreement limiting the Company’s discretion to modify the terms and conditions of employment. Only the CEO has
the authority to make any such agreement and then only in writing and signed by the CEO and the respective employee. No implied contract concerning
any employment-related decision or term, or condition of employment can be established by any other statement, conduct, policy, or practice.


 






     


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Confidential Information and Invention Assignment
Agreement





During your employment with the Company, you may
have access to certain confidential and proprietary information. Your acceptance of this offer and commencement of employment is contingent
upon the execution and delivery of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality
Agreement”) to the Company prior to your start date, a copy of which has been enclosed for your review and execution.


 


Governing Law


This Agreement is made and shall be construed
and enforced in accordance with the laws of the State of California. This Agreement and the Exhibits supersede and replace all prior agreements
or understandings, oral or written, between the Company and you, except for prior confidentiality agreements, if any. This Agreement may
not be modified except in writing signed both by the Company CEO and by you.


 


You acknowledge that, prior to signing this
Agreement; you have had an opportunity to seek the advice of independent counsel of your choice relating to the terms of this Agreement.


 


This employment offer will expire if not accepted
within five days of the document posted date. To accept the offer before this expiration date, you must sign and date this letter in the
space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. This letter, together with
the Confidentiality Agreement, constitutes and contains the entire agreement, and replaces any and all prior discussions and agreements.
This is an integrated agreement.


 


Please sign and date this letter below confirming
your agreement to all the foregoing. This offer letter will expire on October 8, 2021 at 5pm PST.


 


	Sincerely,	 	 
	 	 	 
	/s/ Joseph R. Mitchell	10/7/2021	 	 
	Joseph R. Mitchell	 	 
	CEO	 	 




 


I accept the Company’s offer of employment as stated in this
letter and I agree that the employment relationship is terminable at will by either the Company or me.


 


	/s/ Ronald Iacobelli	 	 
	Ronald Iacobelli	 	 
	 	 	 
	Date:	10/7/2021