Pioneer Power Solutions, Inc. 8-K


 


Exhibit 10.2


 





EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 25, 2022, is entered into by and between
Wojciech (Walter) Michalec (the “Executive”) and Pioneer Power Solutions, Inc., a Delaware corporation
(the “Company”).


 


RECITALS


 


WHEREAS,
the Executive is currently employed by the Company as its Chief Financial Officer, Secretary, and Treasurer, the Company desires
to continue to employ the Executive, and the Executive desires to continue employment with the Company;


 


Whereas,
the Company and the Executive desire to set forth, in writing, the terms and conditions of their agreement and understandings
with respect to the employment of the Executive; and


 


Whereas,
the Company hereby agrees to employ the Executive, and the Executive hereby accepts employment with the Company for the period
and upon the terms and conditions contained in this Agreement.


 


Now,
Therefore, in consideration of the mutual
promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:


 


1.           Employment; Term. The Company shall employ the Executive, and the Executive shall work for the Company, for a term of three
(3) years commencing on January 1, 2022 and ending on December 31, 2024, unless terminated earlier in accordance with Section
7 hereof (the “Employment Period”), upon the terms and conditions contained in this Agreement. If the
Executive remains employed with the Company after the Employment Period expires, then the Executive’s employment shall be
on an at-will basis, meaning either the Company or the Executive may terminate the Executive’s employment at any time with
or without cause and the Company shall owe the Executive no further obligations. The Executive’s post-termination obligations
in Sections 6, 8, and 9 shall continue as provided in this Agreement.


 


2.           Duties; Performance. The Executive shall serve in the position of Chief Financial Officer, Secretary, and Treasurer of
the Company and shall perform services for the Company as requested or as needed to perform such position. The duties of the Executive
shall be those duties which can reasonably be expected to be performed by a person with the title of Chief Financial Officer,
Secretary, and Treasurer of a publicly-traded company and its affiliated organizations. The Executive shall report to the Company’s
Chief Executive Officer. The Executive has received and is familiar with the Company’s ethics and insider trading policies
and procedures, and understands and agrees his duties include compliance with such policies and procedures, as amended from time
to time.


 






     


     

    

 


During
the Executive’s employment by the Company, the Executive shall devote on a full-time basis all of his time, energy, skill,
and best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business
and interests of the Company, and shall exercise reasonable best efforts to perform his duties in a diligent, trustworthy, good
faith, and business-like manner, all for the purpose of advancing the business of the Company; provided, however, that the foregoing
shall not prevent the Executive from participating in charitable, community, or industry affairs, from managing his and his family’s
personal investments and from serving on the boards of directors of not-for-profit companies to the extent such activities do
not interfere with the performance of his duties hereunder. The Executive shall comply with the policies and written manuals of
the Company


 


3.           Devotion of Time. During the Employment Period, the Executive shall: (a) expend substantially all of his working time for
the Company on a full-time basis; (b) devote his best efforts, energy, and skill to the services of the Company and the promotion
of its interests; and (c) not take part in any activities detrimental to the best interests of the Company.


 


4.           Compensation.


 


4.1
       In consideration for the services to be performed by the Executive during the Employment
Period hereunder, the Company shall pay to the Executive an annualized base salary (“Base Salary”) at
the rate of (a) $200,000 per annum for the period of January 1, 2022 through December 31, 2022, (b) $220,000 per annum for the
period of January 1, 2023 through December 31, 2023, and (c) $240,000 per annum for the period of January 1, 2023 through the
end of the Employment Period, payable less all applicable withholdings and deductions in accordance with the Company’s customary
payroll practices for its executive employees.


 


4.2
       During the Employment Period, the Executive shall be eligible to receive periodic bonuses
based on various targets and performance criteria established by the Company’s Board of Directors (the “Board”)
or, if applicable, its Compensation Committee (the “Committee”) in its sole discretion (the “Bonus”).
The evaluation of the Executive’s performance, as measured by the applicable targets and the awarding of applicable bonuses,
if any, shall be at the sole discretion of the Board or, if applicable, the Committee. Any Bonus may be awarded in whole or in
part, based on the level of incentive bonus plan performance criteria achieved by the Executive, in the sole judgment of the Board
or, if applicable, the Committee. The Executive must be employed on the date a Bonus is paid in order to be eligible for such
bonus. The payment of any Bonus shall be subject to all federal, state and withholding taxes, social security deductions and other
general withholding obligations. An award of a Bonus in with respect to a particular calendar year during the Employment Period
does not guarantee the award of a Bonus in any subsequent calendar year.


 






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4.3         During
the Employment Period, the Executive shall be eligible to receive additional cash compensation, less all applicable withholdings
and deductions, for his attendance and participation at designated meetings of the Board or any committee thereof, in accordance
with the Company’s then-current compensation policy for its executive officers’ participation at such designated meetings,
as such policy may be modified, amended, terminated, or replaced by the Company from time to time in its discretion. As of the
date hereof and subject to the preceding sentence, the Executive is eligible to receive additional cash compensation for his attendance
at such meetings, when requested by the Chairman of the Board or the chair of the applicable Board committee, as follows: (a)
$3,000 for each meeting of the Board, (b) $1,000 for each meeting of the Board’s Audit Committee, (c) $2,000 for each meeting
of the Board’s Compensation Committee, and (d) $2,000 for each meeting of the Board’s Nominating and Corporate Governance
Committee.


 


4.4         The
Company establishes equity-based incentives for its executives from time to time under the Power Pioneer Solutions, Inc. 2021
Long-Term Incentive Plan, and any successor plan thereto (the “Plan”). Subject to approval by the Board
or, if applicable, the Committee, the Company agrees to grant the Executive, as soon as administratively practicable, and in no
event later than 30 days, following the date hereof, an award of restricted stock units (“RSUs”) under
the Plan covering 375,000 shares of the Company’s common stock, with such RSUs being subject to the terms and conditions
of the Plan and a Restricted Stock Unit Award Agreement, which agreement shall provide, among other things, that (a) the RSUs
shall vest in three equal installments on May 1st of 2022, 2023, and 2024, provided the Executive has remained continuously
employed by the Company through the applicable vesting date, and (b) such vested RSUs shall be converted into shares of the Company’s
common stock no later than March 15th of the calendar year following the calendar year in which such RSUs vested. Except
as otherwise provided in this Section 4.4, the Company may, but is not obligated to, make grants of equity-based incentive compensation
to the Executive under the terms of the Plan from time to time.


 


4.5         During
the Employment Period, the Executive shall be entitled to paid vacation in accordance with the standard written policies of the
Company with regard to vacations of senior executives, but in no event less than six (6) weeks per calendar year (with proration
for partial years).


 


4.6         The
Executive is entitled to participate in any group health insurance plan, option or similar incentive compensation plan, 401(k)
plan, disability plan, group life plan, and any other benefit or welfare program or policy that is made generally available, from
time to time, to other employees of the Company, on a basis consistent with such participation and subject to the terms of the
plan documents, as such plans may be modified, amended, terminated, or replaced from time to time.


 


4.7
       The Company agrees that, during the Executive’s employment, it will reimburse
the Executive for out-of-pocket expenses reasonably incurred in connection with the Executive’s performance of his services
hereunder, upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts. Reimbursement
shall be in compliance with the Company’s expense reimbursement policies.


 






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5.           Confidential Information.


 


(a)         The
Company shall provide the Executive Confidential Information (defined below), specialized training, and access to its customers
and clients. The Executive recognizes that during the Executive’s employment with the Company, the Company shall grant the
Executive otherwise prohibited access to its trade secrets and confidential information which is not known to the Company’s
competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or
at its substantial expense, and which is of great competitive value to the Company, and access to the Company’s customers
and clients. For purposes of this Agreement, “Confidential Information” includes any trade secrets or confidential
or proprietary information of the Company, including, but not limited to, the following: products, services, processes, know-how,
technical data, policies, strategies, designs, formulas, developmental or experimental work, improvements, discoveries, research,
plans for research or future products and services, database schemas or tables, development tools or techniques, training procedures,
training techniques, training manuals, business information, marketing and sales plans and strategies, business plans, budgets,
financial data and information, customer and client information, prices and costs, customer and client lists and profiles, employee,
customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications,
audit processes, pricing strategies, business strategies, marketing and promotional practices (including internet-related marketing),
management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation
of employees and contractors of the Company, and other business information disclosed to the Executive by the Company, either
directly or indirectly, in writing, orally, or by drawings or observation.


 


(b)         The
Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such,
is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the
Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every
component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently
secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest
of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees
not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company.
The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the
Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to
any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s
consent. Throughout the Executive’s employment and at all times thereafter: (i) the Executive shall hold all Confidential
Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized
person, and follow all Company policies protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly,
utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper
performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information or trade secrets to
attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any
person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive
shall promptly advise the Company of all facts concerning such action or threatened action. The Executive understands that his
obligations under this Section terminate only at such time (if any) as the Confidential Information in question becomes generally
known to the public other than through a breach of the Executive’s obligations under this Agreement. The Executive shall
use all reasonable efforts to obligate all persons to whom any Confidential Information shall be disclosed by the Executive hereunder
to preserve and protect the confidentiality of such Confidential Information.


 






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(c)         Upon
the termination of the Executive’s employment for any reason, the Executive shall immediately return and deliver to the
Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports,
proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda,
manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate
to the Company’s business and which are in the Executive’s possession, custody or control, whether prepared by the
Executive or others. If at any time after termination of the Executive’s employment the Executive determines that the Executive
has any Confidential Information in the Executive’s possession or control, the Executive shall immediately return to the
Company all such Confidential Information in the Executive’s possession or control, including all copies and portions thereof.


 


(d)         The
Executive is hereby notified that 18 U.S.C. § 1833(b)(1) states: “An individual shall not be held criminally or civilly
liable under any Federal or State trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence
to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose
of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal.” Accordingly, the Executive has the right to disclose in confidence
trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating
a suspected violation of law. The Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other
proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended
to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18
U.S.C. § 1833(b).


 


6.           Restrictive Covenants. In consideration for (i) the Company’s promise to provide Confidential Information and specialized
training to the Executive, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill
of the Company, and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Company’s
customers and clients, and (iv) the Company’s employment of the Executive pursuant to this Agreement and the compensation
and other benefits provided by the Company to the Executive, to protect the Company’s Confidential Information and business
goodwill of the Company, the Executive agrees to the following restrictive covenants:


 


(a)         Non-Competition.
The Executive agrees that during the Restricted Period (defined below), other than in connection with his duties under this Agreement,
the Executive shall not, and shall not use any Confidential Information to, without the prior written consent of the Company,
directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor,
employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity
whatsoever, become employed by, control, carry on, join, lend money for, operate, engage in, establish, perform services for,
invest in, solicit investors for, consult for, do business with or otherwise engage in any Competing Business within the Restricted
Area. Notwithstanding the restrictions contained in this Section 6, the Executive may own an aggregate of not more than five percent
(5%) of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national
securities exchange in the United States (or a comparable exchange in a foreign jurisdiction) or regularly traded in the over-the-counter
market by a member of a national securities exchange in the United States, without violating the provisions of Section 6; provided,
however, that the Executive does not have the power, directly or indirectly, to control or direct the management or affairs of
any such corporation and is not involved in the management of such corporation.


 






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For
purposes of this Agreement:


 


(i)         “Restricted
Period” means during the Executive’s employment with the Company and for a period of one (1) year immediately
following the date of his termination from employment for any reason.


 


(ii)         As
Chief Financial Officer, Secretary, and Treasurer of the Company, the Executive has responsibility for the Company’s operations
throughout North America. Because the Company does business throughout North America the “Restricted Area” includes
all states and provinces throughout the United States, Canada and Mexico.


 


(iii)       “Competing
Business” means any business, individual, partnership, firm, corporation or other entity that is competing with
any aspect of the Company’s business, which includes, but is not limited to the design and manufacture of electrical equipment
for the utility, industrial, commercial and wind energy markets, including, without limitation, the manufacture of liquid-filled,
encapsulated and ventilated electrical transformers, and the development, manufacture, commission and service of megawatt-sized
turbines, and the provision of a range of turbine and balance of plant equipment options, operations and maintenance services,
warranties and vendor financing.


 


(b)          Non-Solicitation.
The Executive agrees that during the Restricted Period, other than in connection with his duties under this Agreement, he shall
not, and shall not use any Confidential Information to, directly or indirectly, either as a principal, manager, agent, employee,
consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through
other persons:


 


(i)          Solicit
business from, interfere with, attempt to solicit business with, or do business with any customer, client, manufacturer or vendor
of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or
which: (A) the Executive contacted, called on, serviced or did business with during the Executive’s employment with the
Company; (B) the Executive learned of as a result of the Executive’s employment with the Company; or (C) about whom the
Executive received Confidential Information. This restriction applies only to business which is in the scope of services or products
provided by the Company or any affiliate thereof; or


 


(ii)         Solicit,
induce or attempt to solicit or induce, engage or hire, on behalf of himself or any other person or entity, any person who is
an employee or consultant of the Company or who was employed by the Company within the preceding 12 months.


 






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(c)       Non-Disparagement.
The Executive and the Company shall each refrain, both during and after the Employment Period, from publishing any oral or written
statements about the Company or any of the Company’s directors, managers, officers, employees, consultants, agents or representatives
that (i) are slanderous, libelous or defamatory; or (ii) place the Company or any of its directors, managers, officers, employees,
consultants, agents or representatives in a false light before the public. A violation or threatened violation of this prohibition
may be enjoined by the courts. The rights afforded the Company under this provision are in addition to any and all rights and
remedies otherwise afforded by law.


 


6.1       Tolling.
If the Executive violates any of the restrictions contained in this Section 6, the Restricted Period shall be suspended and shall
not run in favor of the Executive from the time of the commencement of any violation until the time when the Executive cures the
violation to the satisfaction of the Company.


 


6.2       Remedies.
The Executive acknowledges that the restrictions contained in Section 6, in view of the nature of the Company’s business
and his position with the Company, are reasonable and necessary to protect the Company’s legitimate business interests and
that any violation of Section 6 would result in irreparable injury to the Company. In the event of a breach by the Executive of
Section 6 of this Agreement, then the Company shall be entitled to (a) a temporary restraining order and injunctive relief restraining
the Executive from the commission of any breach, and (b) to recover any severance pay under Section 7 from the date of breach
and cease payment of any further severance pay. Such remedies shall not be deemed the exclusive remedies for a breach or threatened
breach of this Section 6 but shall be in addition to all remedies available at law or in equity, including the recovery of damages
from the Executive, the Executive’s agents, any future employer of the Executive, and any person that conspires or aids
and abets the Executive in a breach or threatened breach of this Agreement.


 


6.3       Reasonableness.
The Executive hereby represents to the Company that the Executive has read and understands, and agrees to be bound by, the terms
of this Section 6. The Executive acknowledges that the geographic scope and duration of the covenants contained in this Section
6 are fair and reasonable in light of (a) the nature and wide geographic scope of the operations of the Company’s business;
(b) the Executive’s level of control over and contact with the business in the Restricted Area; and (c) the amount of compensation,
trade secrets and Confidential Information that the Executive is receiving in connection with the Executive’s employment
by the Company. It is the desire and intent of the parties that the provisions of Section 6 be enforced to the fullest extent
permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the
Executive and the Company hereby waive any provision of applicable law that would render any provision of Section 6invalid or
unenforceable.


 


6.4       Reformation.
The Company and the Executive agree that the foregoing restrictions set forth in Section 6 are reasonable under the circumstances
and that any breach of the covenants contained in Section 6 would cause irreparable injury to the Company. The Executive understands
that the foregoing restrictions may limit the Executive’s ability to engage in certain businesses anywhere in or involving
the Restricted Area during the Restricted Period, but acknowledges that the Executive shall receive Confidential Information and
trade secrets, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions.
If any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to
geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by
the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing
to this contractual modification prospectively at this time, the Company and the Executive intend to make this provision enforceable
under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Agreement as prospectively
modified shall remain in full force and effect and shall not be rendered void or illegal.


 






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6.5       No
Previous Restrictive Agreements. The Executive represents that, except as disclosed in writing to the Company, the Executive
is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade
secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain
from competing, directly or indirectly, with the business of such previous employer or any other party. The Executive further
represents that the Executive’s performance of all the terms of this Agreement and the Executive’s work duties for
the Company do not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired
by the Executive in confidence or in trust prior to the Executive’s employment with the Company. The Executive shall not
disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any
previous employer or others.


 


7.          Earlier Termination.


 


7.1       The
Company’s Obligations to the Executive upon Termination for Cause. In the event the Company terminates the Executive’s
employment for Cause (defined below), the Company shall have no further liability or obligation to the Executive under this Agreement
or in connection with his employment hereunder, except for (a) any unpaid Base Salary accrued through the date of the Executive’s
Date of Termination (defined below), and (b) any unreimbursed expenses properly incurred prior to the Date of Termination.


 


7.2       The
Company’s Obligations to the Executive upon Termination Due to Death or Disability. In the event the Executive’s
employment terminates for death or Disability (defined below), the Company shall have no further liability or obligation to the
Executive under this Agreement or in connection with his employment hereunder, except for (a) any unpaid Base Salary accrued through
the Date of Termination, and (b) any unreimbursed expenses properly incurred prior to the Date of Termination. For purposes of
this Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness
and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential
functions of his job for the Company on a full-time basis of not less than 90 consecutive days.


 


7.3       The
Company’s Obligations to the Executive Upon Termination Without Cause. In the event the Company terminates the Executive’s
employment without Cause, the Company shall have no further liability or obligation to the Executive under this Agreement or in
connection with his employment hereunder, except for (a) any unpaid Base Salary accrued through the Date of Termination, (b) any
unreimbursed expenses properly incurred prior to the Date of Termination, and (c) severance pay equal to the Base Salary that
would have been payable to the Executive for the remainder of the Employment Period had his employment not terminated, less applicable
withholdings and taxes. Severance pay, if any, shall be paid in accordance with the Company’s normal payroll practices beginning
on the first payroll date occurring after the 60th day following the Date of Termination and applicable payroll taxes
and withholdings shall be withheld. As a precondition to receiving the severance pay, the Executive shall execute and deliver
within 60 days following the Date of Termination a release prepared by the Company and providing for the Executive’s release
of any and all claims against the Company and its subsidiaries and affiliates (and those acting on behalf of them) that may have
arisen on or before the date of the release, which release shall contain such other reasonable and customary terms as are specified
by and acceptable to the Company. Notwithstanding any provisions to the contrary, no severance pay shall be paid unless and until
such binding release is effective. If such executed release is not delivered within 60 days of the Executive’s termination
date, all rights of the Executive with respect to any severance benefit under this Section 7.3 shall be forfeited. For purposes
of this Agreement, “Cause” means termination of the Executive’s employment because of: (i) an
act or acts of willful or material misrepresentation, fraud or willful dishonesty by the Executive; (ii) any willful misconduct
by the Executive with regard to the Company; (iii) any violation by the Executive of any fiduciary duties owed by him to the Company;
(iv) the Executive’s conviction of, or pleading nolo contendere or guilty to, a felony (other than a traffic infraction)
or (v) any other material breach by the Executive of this Agreement that is not cured by the Executive within twenty (20) days
after receipt by the Executive of a written notice from the Company of such breach specifying the details thereof. No action or
inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not
being adverse to the best interests of the Company. Reference in this Section 7.3 to the Company shall also include direct and
indirect subsidiaries of the Company. If the Executive shall resign or otherwise terminate his employment with the Company for
any reason, the Executive shall be deemed for purposes of this Agreement to have been terminated for Cause, and the Company shall
have no further obligations hereunder from and after such resignation or termination.


 






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7.4       Voluntary
Termination by the Executive. In the event that the Executive terminates his employment for any reason, the Company shall
have no further liability or obligation to the Executive under this Agreement or in connection with his employment hereunder,
except for (a) any unpaid Base Salary accrued through the Date of Termination, and (b) any unreimbursed expenses properly incurred
prior to the Date of Termination.


 


7.5       Termination
Procedure. Termination of the Executive’s employment by the Company or by the Executive shall be communicated in writing
to the other party hereto. “Date of Termination” shall mean (i) if the Executive’s employment
is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated for Disability, with
or without Cause by the Company, or by the Executive for any reason, on the date specified in the notice of termination. After
delivery of a notice of termination, the Company may require that the Executive cease representing the Company, cease taking any
action on behalf of the Company and cease being present at any Company location.


 


8.         Conflicts of Interest.


 


8.1       The Executive agrees to promptly make full disclosure to the Chief Executive Officer of the Company of any actual, potential or
perceived Conflict of Interest which may arise at any time during the Employment Period. For purposes of this Agreement, “Conflict
of Interest” shall mean those circumstances that create a conflict with the Executive’s duties (consistent
with fiduciary duties of standard of care and loyalty) to provide employment services hereunder that are solely in the best interests
of the Company and/or its Affiliates (defined below), including but not limited to, situations where the Executive or any personal
or business relationship of the Executive has a financial or other interest that is likely to reduce the objectivity of the Executive’s
evaluation or advice which respect to such services hereunder.


 






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8.2
      The parties hereby acknowledge that the Executive will engage in certain personal business
activities and/or ventures as are presented to and approved by the Company in writing. Notwithstanding anything to the contrary
contained in this Agreement, no such personal business ventures engaged in by the Executive shall conflict with the full time
devotion of time requirement as set forth in Section 3 hereof or otherwise conflict in any manner with the best interests of the
Company.


 


9.          Company Property.


 


9.1
      All records, files, memoranda, designs, data, reports, drawings, computer programs,
software and other documents, equipment (including any computer, laptop, cell phone, Blackberry or other similar devices) and
similar items relating to the business of the Company and/or its subsidiaries and Affiliates which v shall at any time prepare
or receive from the Company and/or its subsidiaries and Affiliates (and all copies or reproductions of any such documents and/or
other material then in the Executive’s possession or control shall in all events and at all times be and remain the sole
and exclusive property of the Company) (collectively, the “Company Property”). The Executive also represents
that he will not at any time, except in the ordinary course of business, copy or cause to be copied, print out or cause to be
printed out, or disclose or publish, any software, documents or other material originating with, owned by or belonging to the
Company. Notwithstanding the foregoing, the Executive’s Blackberry (or other similar device) and phone number shall constitute
personal assets which are billed to the Executive and then reimbursed by the Company. Upon any termination of this Agreement,
such phone number shall thereafter remain as a personal asset of the Executive.


 


9.2
      Upon termination of this Agreement for any reason whatsoever, the Executive shall promptly
return to the Company all of the Company Property (including any copies or reproductions thereof) in his possession or control.
The Executive further represents that, upon any such termination of this Agreement, he will not retain in his possession or control
any such Company Property or any copies or reproductions thereof.


 


10.        No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors, and permitted assigns. The Executive may not assign this Agreement to a third party. The Company may assign
its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto
or any purchaser of substantially all of the assets of the Company.


 


11.        Right to Payments. The Executive shall not in any event have any option or right to require payments hereunder except as
expressly provided in this Agreement. All rights and benefits of the Executive shall be for the sole personal benefit of the Executive,
and no other person shall acquire any right, title or interest hereunder by reason of any sale, assignment, transfer, claim or
judgment or bankruptcy proceedings against the Executive.


 






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12.       Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be deemed
given: (a) upon receipt, if delivered personally, or if sent via facsimile transmission or e-mail (subject to confirmation of
transmission thereof) or via nationally recognized overnight courier; or (b) five (5) days after the date of mailing, if mailed
by certified mail, return receipt requested, in each case, to the following addresses of the parties:


 


If
to the Company:


 


Pioneer
Power Solutions, Inc. 


400
Kelby Street 12th Floor 


Fort
Lee, New Jersey 07024 


Attn:
Chief Executive Officer


 


If
to the Executive:


 


Wojciech
(Walter) Michalec 


101
Rock Creek Drive

Clifton, NJ 07014 


 


The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
of any such change as set forth herein; provided, however, that any such notice of change of address shall be effective only upon
receipt thereof.


 


13.       Governing Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York.
Venue of any litigation arising from this Agreement or any disputes relating to the Executive’s employment shall be in the
United States District Court for the Southern District of New York, or a state district court of competent jurisdiction in New
York County, New York. The Executive consents to personal jurisdiction of the United States District Court for the Southern District
of New York, or a state district court of competent jurisdiction in New York County, New York for any dispute relating to or arising
out of this Agreement or the Executive’s employment, and the Executive agrees that the Executive shall not challenge personal
or subject matter jurisdiction in such courts.


 


14.       Tax Withholding. The Company may withhold from any amounts or benefits payable under this Agreement all federal, state,
city, foreign, or other taxes as may be required pursuant to any law or governmental regulation or ruling.


 


15.       Indemnification. The Company hereby agrees to indemnify the Executive and hold him harmless to the fullest extent permitted
by law, subject to the bylaws of the Company then in effect, against and in respect to all actions, suits, proceedings, claims,
demands, judgments, costs, expenses (including reasonable attorney’s fees), losses and damages resulting from the Executive’s
good faith performance of his duties and obligations with the Company.


 






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16.       Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way or manner be
construed as a part of this Agreement.


 


17.       Severability. In the event that any court of competent jurisdiction holds any provision in this Agreement to be invalid,
illegal or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall remain in full
force and effect.


 


18.       Reformation. In the event any court of competent jurisdiction holds any restriction in this Agreement to be unreasonable
and/or unenforceable as written, the court may reform this Agreement to make it enforceable, and this Agreement shall remain in
full force and effect as reformed by the court.


 


19.       Waiver. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches. The failure
of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not
be construed as a waiver of future performance of any such term, covenant or condition but the obligations of either party with
respect thereto shall continue in full force and effect. The breach by one party to this Agreement shall not preclude equitable
relief or the obligations in Section 6.


 


20.       Modification. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of
the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall
be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any
provision hereof.


 


21.       Entire Agreement. This Agreement embodies the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in any way. The parties have executed this Agreement
based upon the express terms and provisions set forth herein and have not relied on any communications or representations, oral
or written, which are not set forth in this Agreement. No oral statements or prior written material not specifically incorporated
in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless
incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment
to this Agreement must be signed by all parties to this Agreement. The parties represent and acknowledge that, in executing this
Agreement, they do not rely, and have not relied, on any representation(s), oral or written, by the other party, except as expressly
contained in this Agreement. The parties represent that they relied on their own judgment in entering into this Agreement.


 


22.       Construction. The parties hereto are sophisticated and have been represented by attorneys throughout the transactions contemplated
by this Agreement, and the provisions hereof have been carefully negotiated. Accordingly, this Agreement shall be construed without
regard to any presumption or rule requiring construction of an agreement against the party causing it to be drafted


 






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23.       Affiliates. For purposes hereof, an “Affiliate” means, with respect to any person or entity,
any other person or entity that directly or indirectly controls, is controlled by or is under common control with, such first
person or entity.


 


24.       Code Section 409A.


 


(a)    
  It is intended that this Agreement be drafted and administered in compliance with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), including, but not limited to, any future amendments
to Section 409A of the Code, and any other Internal Revenue Service or other governmental rulings or interpretations
(“IRS Guidance”) issued pursuant to Section 409A of the Code so as not to subject the Executive to
payment of interest or any additional tax under Section 409A of the Code. In furtherance thereof, if payment or provision of
any amount or benefit hereunder that is subject to Section 409A of the Code at the time specified herein would subject such
amount or benefit to any additional tax under Section 409A of the Code, the payment or provision of such amount or benefit
shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be
made without incurring such additional tax. In addition, to the extent that any IRS Guidance issued under Section 409A of the
Code would result in the Executive being subject to the payment of interest or any additional tax under Section 409A of the
Code, the parties agree to amend this Agreement as required by law in order to avoid the imposition of any such interest or
additional tax under Section 409A of the Code, which amendment shall have the minimum economic effect necessary and be
reasonably determined in good faith by the Company and the Executive. For purposes of Section 409A of the Code, each payment
of any severance pursuant to Section 7 shall be treated a separate payment. A termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or
following a termination of employment unless such termination is also a “separation from service” (within the
meaning of Section 409A of the Code and IRS Guidance). Notwithstanding the foregoing, nothing contained herein shall be
construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant
to this Agreement (including, without limitation, any Bonus or severance amount), is or will be found to comply with the
requirements of Section 409A of the Code or any other regulations or guidance issued thereunder. The Executive shall be
solely responsible for determining the tax consequences to him of the payments made pursuant to this Agreement, including,
without limitation, any possible tax consequences under Section 409A of the Code.


 


(b)       To
the extent (i) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced
herein, in connection with the Executive’s separation from service with the Company constitute deferred compensation subject
to Section 409Aof the Code; (ii) the Executive is deemed at the time of his separation from service to be a “specified employee”
under Section 409A of the Code; and (iii) at the time of the Executive’s separation from service, the Company is publicly
traded (as defined in Section 409A of the Code), then such payments (other than any payments permitted by Section 409A of the
Code to be paid within six (6) months of the Executive’s separation from service) shall not be made until the earlier of
(x) the first day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s
death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would
have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 24 shall
be paid to the Executive or the Executive’s beneficiary in one lump sum.


 


*********


 




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IN
WITNESS WHEREOF the Company and the Executive have caused this Agreement to be executed on the day and year indicated below
to be effective on the day and year first written above.


 





	 	THE COMPANY:
	 	 	 
	 	Pioneer Power Solutions, Inc.
	 	 	 
	 	By:	/s/ Nathan Mazurek
	 	 	 
	 	Name:	Nathan Mazurek
	 	 	 
	 	Title:	Chief Executive Officer
	 	 	 
	 	The
    EXECUTIVE:
	 	 	 
	 	/s/ Wojciech Michalec
	 	Wojciech (Walter) Michalec




 





Signature
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Employment
Agreement