TARGA.AI INC.
Chief Executive Officer
Letter of Offer
Dear Mr. Thompson,
As Chairman of the Board, it is my distinct honor and pleasure to offer you the position of Chief Executive Officer of Targa,ai Inc., a Delaware "C" Corporation. With this offer, you will assume all responsibility for the executive position as well as its operations until such time that a fractional or full-time Chief Operating Officer is required. You shall report directly to the Chai man of the Board and CEO of the holding company, Targatek, Inc.
Pursuant to the execution of this offer by both parties and the transfer of the required funds to join the Board of Directors of Targatek, Inc., you shall assume the full-time position of Chief Executive Officer (CEO) and be eligible for all performance bonuses, stock options, health benefits that are made available by the company. You will also be eligible for fourweeks of vacation annually.
As CEO of the company, you will execute your responsibilities virtually out of your Richmond VA office. You will attend all required in-person meetings with customers, investors, service providers when necessary and make periodic visits to the company Corporate Headquarters in the Leven Innovation Center Fort Lauderdale Fl. when required. And you will help organize, attend, and participate in the annual Targa.ai Inc. shareholder meetings when appropriate.
Initially, all expenses incurred by you working on behalf of the company shall be reimbursed according to the holding company's "Employee Expense Policy" section in the Targatek, Inc. "Employee Manual" until such time that Targa.ai, Inc. budgetary process is separate and operating on its own. Expense forms shall be submitted and reimbursed within fourteen days of submittal.
Your specific responsibilities in the role of CEO shall be expanded upon as the organization matures. However, at a minimum, your responsibilities shall include: manage day-to-day operations, oversee the efforts of the Chief Product Officers to develop the next generation Targa.ai platform, attract new investors and talent to the company, develop and lead the business strategies, represent and promote the company brand, drive top line growth and bottom line results, and ensure operational sustainability.
Most crucial to this position is the development and execution of a cogent sales and marketing plan focused on re-energizing the company's go-to-market efforts. As such, you shall be responsible for the design and execution of a formal RESTART program. The aim of the program is to properly articulate the renewed effort to engage the market with an advanced Al-driven product and a renewed zeal for success aimed at regaining the confidence of shareholders, stakeholders and company influencers.
Termination:
In the case where the CEO resigns his position regardless of reason, a sixty-day notice is required in writing via email and/or certified mail. The CEO agrees to an "exit interview" with the chairman and the company board to understand the specific reason(s} for the resignation. All records and vital material associated with the office of CEO shall be remitted to the company per the signed NDA. Post resigning, the CEO commits to honoring the non-disparage clause against the company as outlined in the NDA.
In the case of dismissal, the company shall provide a sixty-day notice by email and/or certified mail. The act of dismissing the CEO requires a super-majority vote of the board of directors with the agreement of the board's Chaiman. All records and vital material associated with the office of CEO shall be remitted to the company per the CEO's signed NDA. Post resigning, the CEO commits to honor the non-disparage clause saying or authoring anything against the company as outlined in the NDA.
In either the case of resignation or dismissal, a fair and equitable severance package shall be negotiated between the parties that at minimum includes outstanding salary, the pro rata apportionment of any commissions due for achieving milestones, and any outstanding stock options whether granted or purchased.
Compensation Package:
Refer to Exhibit A labelled: "Chief Executive Officer Compensation."
If this "Letter of Offer" meets your approval, please affix your signature below and the Chairman & CEO of Targatek, Inc. shall countersign and return to you a fully executed PDF copy for your files.
SIGNATURE PAGE
Joseph Thompson |
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CEO, Targa.ai Inc. |
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SIGNATURE |
| Date | 12/30/25 |
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William J. Adams Jr. |
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Chairman/CEO Targatek, Inc. |
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SIGNATURE |
| Date | 1/8/26 |
Exhibit A - Chief Executive Officer Compensation
Targa CEO Compensation Plan - VS
Al-Native Saas Enterprise Software Company
Created: December 17, 2024
Last Updated: December 29, 2024 (V5 - Final)
Status: V5 - Final Draft
Executive Summary
This compensation plan (V5) reflects the complete agreement including both CEO and Founder (Bill) compensation.
Key Parameters:
·CEO Starting Equity: 6% grant
·CEO Milestone Grants: 1.5% at each ARR milestone
·CEO Purchase Options: 1.5% at 25% of FMV per milestone
·Founder Bonuses: 50% of CEO bonuses at same milestones
·Targatek investment ($100K for 4%) is SEPARATE from this plan
Key Timeline:
·CEO Start: January 2026 (unpaid Jan-Mar)
·First CEO Base Payment: April 2026
·90-Day Criteria Bonus: April 2026 ($25K)
·Product Launch: September 2026
·First Revenue ($1 00K ARR): November 2026
CEO Cash Compensation
Base Salary
Period |
| Monthly |
| Annual |
| Notes |
Jan - Mar 2026 |
| $0 |
| $0 |
| 90-day criteria period (unpaid) |
Apr - Dec 2026 |
| $10,000 |
| $90,000 |
| First base payment in April |
2027 |
| $12,083 |
| $145,000 |
| Step-up |
2028 |
| $14,583 |
| $175,000 |
| Step-up |
CEO Cash Bonus Structure
Milestone |
| CEO Bonus |
| Target Date |
90-Day Criteria |
| $25,000 |
| Apr2026 |
Platform Launch |
| $10,000 |
| Sep 2026 |
$100KARR |
| $10,000 |
| Nov 2026 |
$300KARR |
| $30,000 |
| May 2027 |
$600KARR |
| $30,000 |
| Nov 2027 |
$1MARR |
| $50,000 |
| May 2028 |
$1.5M ARR |
| $50,000 |
| Nov 2028 |
$2MARR |
| $50,000 |
| Beyond 2028 |
Total CEO Bonuses |
| $255,000 |
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CEO Equity Structure
CEO Equity in Targa.ai
Component |
| Amount |
| Notes |
Starting Grant |
| 6% |
| At signing |
Milestone Grants |
| 1.5% each |
| At $300K, $600K, $1 M, $1 . 5M, $2M ARR |
Purchase Options |
| 1.5% each |
| At 25% of FMV per milestone |
Maximum Grant |
| 13.5% |
| Base 6% + five 1.5% increases |
Maximum Owned |
| 21% |
| 13.5% grant+ 7.5% purchased |
CEO Equity Milestone Schedule
Milestone |
| Grant |
| Cumulative Grant |
| Purchase Option |
| Cumulative Owned |
Signing |
| 6.0% |
| 6.0% |
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| 6.0% |
$300KARR |
| 1.5% |
| 7.5% |
| 1.5% @ 25% FMV |
| 9.0% |
$600KARR |
| 1.5% |
| 9.0% |
| 1.5% @ 25% FMV |
| 12.0% |
$1MARR |
| 1.5% |
| 10.5% |
| 1.5% @ 25% FMV |
| 15.0% |
$1.SMARR |
| 1.5% |
| 12.0% |
| 1.5% @ 25% FMV |
| 18.0% |
$2MARR |
| 1.5% |
| 13.5% |
| 1.5% @ 25% FMV |
| 21 .0% |
Founder (Bill) Compensation
Founder Base Salary
Period |
| Monthly |
| Annual |
| Notes |
Jan - Aug 2026 |
| $0 |
| $0 |
| No base until product launch |
Sep - Dec 2026 |
| $5,000 |
| $20,000 |
| Starts at platform launch |
2027 |
| $8,000 |
| $96,000 |
| Step-up |
2028 |
| $10,000 |
| $120,000 |
| Step-up |
Founder Cash Bonus Structure (50% of CEO)
Milestone |
| Founder Bonus |
| Target Date |
Platform Launch |
| $45,000 |
| Sep 2026 |
$100KARR |
| $5,000 |
| Nov 2026 |
$300KARR |
| $15,000 |
| May 2027 |
$600KARR |
| $15,000 |
| Nov 2027 |
$1MARR |
| $25,000 |
| May 2028 |
$1.SM ARR |
| $25,000 |
| Nov 2028 |
$2MARR |
| $25,000 |
| Beyond 2028 |
Total Founder Bonuses |
| $155,000 |
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Revenue Model (Slower Growth)
Deal Velocity Assumptions
Period |
| New Deals |
| Cumulative Deals |
| Cumulative ARR |
Nov 2026 |
| 1 |
| 1 |
| $100K |
Dec 2026 |
| 1 |
| 2 |
| $200K |
2027 |
| ~6 deals |
| 8 |
| $SOOK |
2028 |
| ~10 deals |
| 18 |
| $1.8M |
Key Milestones Timeline
Milestone |
| Target Date |
| Cumulative Deals |
$100KARR |
| Nov 2026 |
| 1 |
$300KARR |
| May 2027 |
| 3 |
$600KARR |
| Nov 2027 |
| 6 |
$1MARR |
| May 2028 |
| 10 |
$1.5MARR |
| Nov 2028 |
| 15 |
$2MARR |
| Beyond 2028 |
| 20 |
Combined Compensation Summary
Year-by-Year Totals
Year |
| CEO Cash |
| Founder Cash |
| Combined |
| ARR (YE) |
| % of ARR |
2026 |
| $135,000 |
| $70,000 |
| $205,000 |
| $200K |
| 102.5% |
2027 |
| $205,000 |
| $126,000 |
| $331 ,000 |
| $800K |
| 41.4% |
2028 |
| $325,000 |
| $195,000 |
| $520,000 |
| $1 .8M |
| 28.9% |
CEO Equity by Year (Through 2028)
Year |
| Granted |
| Purchase Options |
| Cumulative Grant |
| Cumulative Owned |
2026 |
| 6.0% |
| 0% |
| 6.0% |
| 6.0% |
2027 |
| 3.0% |
| 3.0% |
| 9.0% |
| 12.0% |
2028 |
| 3.0% |
| 3.0% |
| 12.0% |
| 18.0% |
Note: $2M milestone (additional 1.5% grant+ 1.5% purchase) beyond 2028 timeframe
Related Documents
·Excel Model: targa_ceo_comp_v5.xlsx
·Targa CEO Termination Provisions
·Targa.ai CEO Om2ortunitY. Analysis
·Document Analysis: targa_document_analysis.md
Last updated: December 29, 2024