Exhibit 10.5
January 15, 2019
Clay Sell
VIA Email
Dear Clay,
On behalf of the X Energy, LLC Board I am most pleased to offer you the position of Chief Executive Officer reporting to me.
The following terms and conditions apply:
| 1. | You will be paid a salary of $13,461 .54 bi-weekly, which is equivalent to $350,000 annually, plus standard company benefits. | |
| 2. | This is full-time, exempt position working in our Headquarters Office in Rockville, Maryland. | |
| 3. | Your start date will be January 21, 2019 or as mutually agreed upon between us. | |
| 4. | You will participate in a Results Based Incentive (RBI) plan equal to twenty percent (20%) of the current year earned salary based upon the company achieving mutually agreeable goals. The RBI will be paid within 90 days of the calendar year end 2019. | |
| 5. | You will participate in a to-be-formed Value Rewards Plan where you and other X Energy executives will be eligible to earn ownership interest in X Energy. | |
| 6. | You will accrue vacation at X Energy’s highest accrual level. | |
| 7. | This offer is contingent upon your execution of X Energy’s standard employment documents covering non-disclosure, non-solicitation and non-competition. | |
| 8. | This offer remains valid for five business days from the date of this letter. |
Please indicate your acceptance of this offer by signing and returning the enclosed copy of this letter, along with the attached documents, to me.
We look forward to a mutually rewarding association. Should you have any questions, please feel free to contact me at [**].
Sincerely,
/s/ Kam Ghaffarian
Kam Ghaffarian
Executive Chairman of the Board
I accept the offer from X Energy as it is stated above.
| /s/ Jeffrey Clay Sell | 1/20/2019 | ||
| {First Name} {Last Nmae} | {Date} |
| Jeffrey Clay Sell |
www.x-energy.com