Exhibit
10.14


 





 


December
17, 2020


Rulfo
F. Hernandez, CPA


7100
NW 109 Court


Doral,
FL, 33178


 


Dear
Mr. Hernandez:


 


On
behalf of AST & Science LLC, (the “Company” or “AST”), I am pleased to offer you the position of Chief Accounting
Officer. The terms of your employment relationship with the Company are as set forth below.


 


		1.	Position.
                                            Your title will be Chief Accounting Officer and you will be reporting to Thomas Severson,
                                            AST CFO/COO (or his successor). This is a regular full-time, exempt position.
	 	 	 
		2.	Start
                                            Date. Your start date will be no later 31 January 2021, the exact date to be determined
                                            by mutual agreement prior to that date.
	 	 	 
		3.	Location.
                                            Your primary place of employment shall be at your home office in Miami, FL, until such
                                            time that the Company opens its Miami corporate group headquarters. Your primary place of
                                            employment will be the Miami corporate group headquarters upon the opening of those offices.
                                            From time to time, you should anticipate/expect travel, including, but not limited to Company
                                            facilities nationwide and worldwide as part of your duties, taking into account all COVID-19
                                            travel restrictions and COVID-19 travel precautions.
	 	 	 
		4.	Base
                                            Salary. You will be paid a semi-monthly salary in the gross amount of US$10,416.66, which
                                            is equivalent to US$250,000.00 gross annual salary. The base salary is subject to reductions
                                            to reflect applicable withholdings, payroll taxes and other deductions required by law; and
                                            is payable in accordance with the Company’s standard payroll schedule.
	 	 	 
		5.	Employee
                                            Benefits. As a regular employee of the Company, you will be eligible to participate in
                                            Company-sponsored benefits, as in effect from time to time. The Company currently offers
                                            a comprehensive employee benefits program, including, but not limited to:



 


		●	Private
                                            health, dental and vision insurance plan. As with Company employees generally, you will
                                            be eligible for the private health, dental and vision insurance plans we offer, as per Company
                                            policy. As a reminder, the cost of these coverage is shared between the employee and the
                                            employer. Specific terms and conditions may change upon coverage provider decision or Company
                                            policies. While we expect to continue to maintain competitive benefit plan offerings, please
                                            understand that nothing contained in this letter or otherwise shall create or be deemed to
                                            create any obligation on the part of the Company to adopt or maintain any health, dental,
                                            vision, 401(k)/retirement, or other benefit plan or program at any time or to create any
                                            limitation on the Company’s ability to modify or terminate any such plan or program
	 	 	 
		●	Equity
                                            Compensation.  Subject to the approval of the Board of Directors of the pending AST conversion
                                            (“Transaction”) to a US public company (“PubCo”) on the Nasdaq exchange
                                            and your commencing and continuing employment through the applicable grant date, you will
                                            be granted an equity award (the “Equity Award”) covering a number of shares of
                                            Pubco common stock equal to fourteen thousand (14,000) (i.e., the agreed-upon number
                                            of common units of AST that would be subject to an equity award grant made today), multiplied
                                            by the conversion ratio applied in converting existing AST common units into post-Transaction
                                            AST common units (which in turn will bear a 1:1 ratio to PubCo common stock), as determined
                                            by the Company in connection with the Transaction. The terms and conditions of the Equity
                                            Award, including the type of award, vesting schedule and forfeiture provisions, will be set
                                            forth in an award agreement prescribed by PubCo (the “Equity Award Agreement”).
                                            The Equity Award will be governed in all respects by the terms of and conditions of the applicable
                                            equity incentive plan and the Equity Award Agreement.
	 	 	 
		●	Retirement
                                            Plan. As with Company employees generally, you will be eligible to participate in the
                                            Company’s 401K retirement plan, currently administered by Voya Financial.


 




    	 	 	 



    	 	 	 



    


 


 


 


		6.	Standard
                                            Employee Agreements. Like all Company employees in like positions, as a condition of
                                            your employment, you will be expected to sign and comply with a Confidentiality, Assignment
                                            of Inventions and Non-Competition and Non-Solicitation Agreement substantially in the form
                                            attached hereto as Exhibit A (the “Non-Competition Agreement”). Your employment
                                            will be contingent upon and not be deemed effective until you have executed and returned
                                            the Non-Competition Agreement to the Company. In addition, you will abide by the Company’s
                                            strict policy that prohibits any new employee from using or bringing with him or her from
                                            any previous employer any confidential information, trade secrets, or proprietary materials
                                            or processes of such former employer.
	 	 	 
		7.	Outside
                                            Activities. While you render services to the Company, you agree that you will not engage
                                            in any other employment, consulting or other business activity without the prior written
                                            consent of the Chief Executive Officer.
	 	 	 
		8.	Assignment
                                            and Successors. This agreement shall be binding upon and inure to the benefit of the
                                            Company, you, and the Company’s and your respective successors, assigns, personnel
                                            and legal representatives, executors, administrators, heirs, distributees, devisees, and
                                            legatees, as applicable. None of your rights or obligations may be assigned or transferred
                                            by you, other than your rights to payments hereunder, which may be transferred only by will
                                            or by operation of law.
	 	 	 
		9.	Employment
                                            Eligibility. In compliance with the Immigration Reform and Control Act of 1986, this
                                            offer of employment is conditional upon you presenting documents verifying your identity
                                            and legal authorization to work in the United States. We ask that you be prepared to present
                                            the proper documents as required by the Department of Homeland Security for the Employment
                                            Eligibility Verification I-9 form that you will be asked to complete within the first three
                                            days of employment.
	 	 	 
		10.	Company
                                            Policies. As an employee of the Company and as a condition of your continued employment,
                                            you will be expected to comply with all Company policies and procedures as adopted from time-to-
                                            time, including but not limited to such policies as may be adopted in the Company’s
                                            employee handbook and policies relating to the Company’s compliance with applicable
                                            laws, rules, and regulations.
	 	 	 
		11.	Employment
                                            Relationship. Notwithstanding the above provisions, this letter is not to be construed
                                            as a contract of employment for any fixed time period; nor modifies or waives the “at
                                            will” status of an employee. Either you or the company may terminate the employment
                                            relationship, with or without advance notice, with or without just cause, at any time without
                                            any obligation for services to be performed or compensation to be paid for any period beyond
                                            the effective date of termination. Any contrary representations that may have been made to
                                            you are superseded by this letter. 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 and a duly authorized officer of the Company (other than
                                            you).



 



    	 	 	 



    	 	 	 



    

 


 


 






		12.	Entire
                                            Agreement. This agreement, together with the Non-Competition Agreement described in Section
                                            6, constitutes the entire agreement between the parties and supersedes all other agreements
                                            or understandings, whether written or oral, regarding your service to the Company.
	 	 	 
		13.	Certain
                                            Exclusions. Notwithstanding the foregoing or anything herein or in the Non-Competition
                                            Agreement to the contrary, you understand that (i) nothing contained herein or in the Non-Competition
                                            Agreement will prohibit you from filing a charge with, reporting possible violations of federal
                                            law or regulation to, participating in any investigation by, or cooperating with any governmental
                                            agency or entity or making other disclosures that are protected under the whistleblower provisions
                                            of applicable law or regulation; (ii) nothing herein is intended to or will prevent you from
                                            communicating directly with, cooperating with, or providing information (including trade
                                            secrets) in confidence to, any federal, state or local government regulator (including, but
                                            not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading
                                            Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating
                                            a suspected violation of law, or from providing such information to your attorney or in a
                                            sealed complaint or other document filed in a lawsuit or other governmental proceeding; and
                                            (iii) pursuant to 18 USC Section 1833(b), you will not be held criminally or civilly liable
                                            under any federal or state trade secret law for the disclosure of a trade secret that is
                                            made: (A) in confidence to a federal, state, or local government official, either directly
                                            or indirectly, or to an attorney, and solely for the purpose of reporting or investigating
                                            a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit
                                            or other proceeding, if such filing is made under seal.
	 	 	 
		14.	Governing
                                            Law. This agreement shall be governed, construed, interpreted, and enforced in accordance
                                            with its express terms, and otherwise in accordance with the substantive laws of the State
                                            of Florida, without giving effect to any principles of conflicts of law, whether of the State
                                            of Florida or any other jurisdiction, and where applicable, the laws of the United States,
                                            that would result in the application of the laws of any other jurisdiction.



 


You
may indicate your agreement with these terms and AST’s pre-employment requirements, by signing and dating both the enclosed original
of this letter and the enclosed Non-Competition Agreement, and returning them to the undersigned. By signing this letter, you confirm
to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties
for the Company.


 


We
look forward to a long and happy association with you and our Company, and we are confident that you will make a significant contribution
to our business!


  


	 	AST & Science LLC
	 	 
	 	 	/s/
  Thomas Severson
	 	By:	Thomas Severson, CFO & COO



 


The
foregoing terms and conditions are hereby accepted as of December 28, 2020.


 


	

     Signed:
	/s/
    Rulfo F. Hernandez 	 
	 	Rulfo
    F. Hernandez, CPA