Executive Employment Agreement
This Executive Employment Agreement ("Agreement") is made and entered into as of April 8, 2025 by and between Nano Dimension USA Inc, a Delaware corporation (the "Company"), and Ofir Baharav (the "Executive").
WHEREAS, the Company desires to employ the Executive as its Chief Executive Officer of Nano Dimension Ltd. (the “Parent”), and the Executive desires to accept such employment upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, as the Chief Executive Officer of the Company and the Parent (collectively, the “Group”). This is a full-time, salaried, exempt position. Executive agrees to serve as an officer and/or director of the Company’s Affiliate(s) upon request. “Affiliate” means any entity which controls, is controlled by, or is under common control with the Company, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of an entity whether through the ownership of voting securities, contract or otherwise.
Executive shall not serve as an officer, director, employee, consultant or advisor of, or perform services with or without compensation for, any entity not affiliated with the Company without the prior written consent of the board of directors of the Parent.
Executive will be based in Charlotte North Carolina. Executive acknowledges that frequent domestic and foreign travel will be required.
The term of this Agreement shall commence on April 1, 2025 (“Start Date”) and shall continue for a period of 3 years (the "Initial Term"), with automatic one-year renewals thereafter unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term, and unless earlier terminated as provided herein (clause 5).
3.Duties and Responsibilities.
The Executive shall serve as the Chief Executive Officer of the Group and shall have the following duties and responsibilities:
(a)Oversee the day-to-day operations of the Group.
(b)Develop and implement the Group’s strategic plan.
(c)Represent the Group to its stakeholders, including shareholders, employees, customers, and the public.
(d)Ensure compliance with all applicable federal, state, and local employment laws, including but not limited to labor standards, anti-discrimination regulations, wage and
hour laws, and workplace rights laws and regulations.
(e)Comply with all Group policies, as in effect from time to time including, but not limited to, data protection, privacy, confidentiality, and information security policies, insider trading, and maintain the highest standards of data protection and privacy in all business activities.
(f)Perform such other duties and responsibilities as may be assigned by the board of directors of the Parent from time to time.
Executive’s performance will be formally evaluated by the compensation committee and the board of directors of the Parent on a semi-annual basis, with a comprehensive annual performance review conducted at the end of each calendar year. The performance evaluation will assess the Executive’s achievement of strategic objectives, operational performance, and compliance with the Group’s policies and goals.
The Executive shall meet the performance goals to be determined by the compensation committee and the board of directors of the Parent which will relate, among other things, to achieving minimum annual revenue growth rate with an EBITDA margin improvement, successful launch of new product[s] or significant product enhancement per year, and implementing cost-saving measures to reduce operational expenses. These performance goals shall be reviewed by the compensation committee and the board of directors of Parent from time to time but no less than on an annual basis to ensure they remain aligned with the Group's long-term strategic objectives. Executive’s performance-based bonuses shall be linked to the achievement of these goals.
(a)Base Salary: Executive shall receive an annual base salary of $600,000 payable in accordance with the Company's regular payroll practices.
(b)Bonus: Executive shall be eligible to receive an annual bonus equal to 100% of base salary if 100% achievement of objectives has been reached. No bonus level is guaranteed. The annual bonus is capped at 150% of base pay. The bonus objectives will be based on a matrix of financial and strategic objectives to be set by the compensation committee and approved by the board of directors of the Parent within 60 days of the Start Date. Annual objectives will be reset each year. The annual bonus will be pro-rated for partial employment years.
(c)Equity Compensation: The CEO shall be granted $3,000,000 in Restricted Stock Units (RSUs) of the ordinary shares of Parent (the “Equity Grant”). The Equity Grant will vest over three (3) years. One-third of the RSU’s will vest on the first anniversary of the Start Date and the balance shall vest quarterly after that, subject to the Executive’s continued employment with the Company or an Affiliate of the Company. The specific terms and conditions of the Equity Grant will be governed by the Parent’s equity incentive plan and a separate RSU award agreement.
(d)Benefits: Executive shall be entitled to participate in all employee benefit plans and programs generally made available to senior executives of the Company, including, but not limited to, health insurance, life insurance, disability insurance, and retirement plans. All benefits provided shall comply with applicable laws and regulations.
(e)Sign on bonus: Executive shall receive a bonus of $100,000, to be paid within 5
days of the date of this Agreement.
(a)For Cause: The Company may terminate the Executive's employment for "Cause" at any time, with or without notice. "Cause" shall include, but not be limited to, the following, in each case as reasonably determined by the board of directors of the Parent:
(i)Conduct that constitutes fraud, gross negligence or willful misconduct in the performance of the Executive 's duties.
(ii)Breach of this Agreement or any other material agreement between the Executive and the Company or the Parent.
(iii)The indictment of, or the bringing of formal charges against, Executive for a felony or any crime involving moral turpitude.
(iv)Material violation of the Parent’s code of conduct or ethics policies, or breach of Executive’s duty of loyalty or other fiduciary duty.
(b)Death or Disability: This Agreement shall terminate automatically upon the death or Disability of the Executive. "Disability" shall mean the Executive's inability to perform the essential functions of the position for a period of 90 consecutive days due to a physical or mental condition, as certified by a qualified physician chosen by the board of directors of the Parent with the consent of Executive or Executive’s representative.
(c)Termination without Cause: The Company may terminate this Agreement without Cause upon written notice to Executive.
(d)Resignation by Executive: Executive may terminate this Agreement upon written notice to Company.
6.Payments upon Termination.
(a)Termination Without Cause: If Executive’s employment is terminated by the Company without Cause, Executive shall be entitled to receive the following severance benefits, subject to Executive’s execution, delivery and non-revocation of a general release of claims against the Company and its Affiliates in a form approved by the Company:
(i)12 months’ base salary and pro-rated bonus compensation based on actual performance metrics achieved up to the termination date.
(ii)Continued health insurance coverage for 12 months.
(iii)12 months of vesting of the unvested portion of the Equity Grant.
(b)Termination Due to Death or Disability: If Executive’s employment is terminated for death or disability, Executive or Executive’s estate (as the case shall be) shall be entitled to full vesting of the unvested portion of the Equity Grant.
(c)Change of Control: Executive shall be entitled to the severance benefits set forth in subsection (a)(i) and to full vesting of the unvested portion of the Equity Grant, only if both of the following events occur:
(i)Change in Control: A Change in Control (as defined below) of the Parent occurs.
(ii)Termination Without Cause: Within 12 months following the Change in Control, the Executive's employment is terminated by the Company or any
successor entity without Cause.
(d)Definition of Change In Control: For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following:
(i)The acquisition by any person or group of beneficial ownership of more than 50% of the Parent’s outstanding voting securities.
(ii)The sale or other disposition of all or substantially all of the Parent’s assets.
(ii) The approval by the Parent’s board of directors and Parent’s stockholders of a merger or consolidation in which the Parent is not the surviving entity other than in change of the Parent’s incorporation.
Executive agrees that all intellectual property created during the course of employment, including but not limited to inventions, designs, developments, and works of authorship, shall be the sole and exclusive property of the Company. Executive hereby assigns all rights, title, and interest in such intellectual property to the Company and agrees to assist in documenting and protecting these intellectual property rights as needed.
Executive agrees to hold in confidence all Confidential Information (as defined below) of the Parent, the Company or its Affiliates, and not to use Confidential Information for any purpose other than the performance of Executive’s duties under this Agreement. Notwithstanding the foregoing, Executive may disclose Confidential Information: (a) as required by law or legal process, after providing the Company with prompt notice to allow the Company to seek a protective order or other appropriate relief; (b) to legal or financial advisors under a duty of confidentiality; or (c) as expressly authorized in writing by the board of directors of the Parent. "Confidential Information" means any information that is not publicly known and that is used, developed, or obtained by the Company or its Affiliates in connection with its or their business, including but not limited to information relating to its products, services, strategies, pricing, customers, representatives, suppliers, employees, technology, data, and financial information. This obligation shall survive the termination of this Agreement indefinitely with respect to trade secrets and for a period of five (5) years from the date of termination for all other Confidential Information.
8.Non-Competition and Non-Solicitation.
Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with the Company’s and the Parent’s Confidential Information. In addition, Executive acknowledges Executive’s services will be of special, unique and extraordinary value to the Company and the Parent. Executive understands and agrees that without Executive’s employment by the Company, he would not have had, and would not continue to have, access or exposure to this Confidential Information. Executive further understands and agrees that this Confidential Information and other relationships take a long time to develop and are the product of substantial investment by Company and the Parent. Executive understands and agrees that Company has a legitimate and protectable interest in protecting the Confidential Information and its customers, referral sources, employees, and other business relationships and that this Section 8 is intended to protect those interests. Therefore, Executive agrees that, without limiting any other obligation pursuant to this Agreement:
(a)Non-Competition: During the Term of this Agreement and for a period of 1 year after the termination of this Agreement for any reason, Executive shall not directly or indirectly engage in any business that is competitive with the Group's business. For the purposes of this Agreement, "competitive business" means any enterprise engaged in the development, production, or sale of products or services similar to or substitutable for those offered by the Group in the markets served by the Group at the time of Executive's termination.
(b)Non-Solicitation: During the Term of this Agreement and for a period of 2 years after the termination of this Agreement for any reason, Executive shall not directly or indirectly solicit or induce any employee of the Group to leave the Group’s employment.
(c)Return of Company Property. Upon termination of employment for any reason, Executive agrees to promptly return to the Company all property belonging to the Group, including but not limited to all documents, data, records, computer files, equipment, and other materials related to the Group or containing Confidential Information. Executive also agrees to irretrievably delete any such Group information from any personal devices or accounts.
9.Limited Liability: Executive shall not be liable for claims, losses, damages, liabilities, costs, or expenses (including attorneys' fees) arising out of or relating to any act or omission occurring prior to December 6, 2024, except in cases of fraud or willful misconduct.
10.Non-Disparagement. Executive shall not at any time criticize, defame, or otherwise disparage the reputation of the Company, its Affiliates, or its or their respective officers, directors, agents or employees, either orally or in writing, including on social media. The board members of the Parent shall not at any time criticize, defame, or otherwise disparage the reputation of the Executive. Notwithstanding the foregoing, nothing in this Agreement will prevent the Executive from providing truthful testimony in response to a lawful subpoena, preclude any conduct protected under any state or federal “whistleblower” law, or any other applicable law or regulation, or exercising rights protected by the National Labor Relations Act or other law or regulation.
11.Dispute Resolution; Waiver of Jury Trial. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall first be submitted to mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in Charlotte North Carolina under the rules of the American Arbitration Association, with the Company entitled to injunctive relief from a court of competent jurisdiction to prevent breaches of this Agreement.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
This Agreement shall be governed by and construed in accordance with the laws of the State
of North Carolina.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, or on the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:
If to the Company:
Nano Dimension USA, Inc. c/o Nano Dimension Ltd.
Ilan Ramon 2, Rehovot, Israel Attention: General Counsel
If to Executive: Ofir Baharav
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or to such other addresses as either party may designate in writing from time to time.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
17.Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person, business or entity or any agreement or contract, (iii) upon the execution and delivery of this Agreement by the Company,
this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.
[Signature page immediately follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Nano Dimension USA Inc.
Signature: /s/ Bob Pons /s/ Joshua Rosenwseig /s/ David Stehlin
Ofir Baharav
Signature: /s/ Ofir Baharav