AIRJW AirJoule Technologies Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

  

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 12, 2025

 

AirJoule Technologies Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-41151		86-2962208
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

34361 Innovation Drive Ronan, Montana		59864
(Address of principal executive offices)		(Zip Code)

 

(800) 942-3083

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		AIRJ		Nasdaq Capital Market
Warrants to purchase Class A common stock		AIRJW		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On February 12, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of AirJoule Technologies Corporation (the “Company”) approved grants of performance-based restricted stock unit awards covering shares of the Company’s common stock (the “awards”) to each of Matthew B. Jore and Jeffrey D. Gutke (the “Executives”) under the Company’s 2024 Incentive Award Plan, as may be amended from time to time (the “Plan”) and the Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement thereunder (together, the “Performance-Based RSU Agreement”). The following description of the awards is subject to, and qualified in its entirety by reference to, the full text of the Performance-Based RSU Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

The awards consist of performance-based restricted stock units subject to vesting based on the Company’s average stock price attaining certain stock price goals (the “Shareholder Return RSUs”), and performance-based restricted stock units subject to vesting based on the Company’s cumulative revenue (the “Revenue RSUs”). The performance period for the awards is the three-year period that commenced on January 1, 2025 and ends on December 31, 2027 (the “Performance Period”).

 

The following is a brief description of the material terms and conditions of the awards.

 

Shareholder Return RSUs

 

General. Each Executive is eligible to vest in a number of restricted stock units ranging from 0% to 200% of the target number of Shareholder Return RSUs granted to such Executive, based on the Company’s average closing stock price (the “Average Stock Price”) over the final 120 consecutive trading days ending on the last day of the Performance Period (the “Shareholder Return Measurement Period”).

 

Vesting. Subject to the Executive’s continued service through the applicable vesting date, the actual number of Shareholder Return RSUs that vest will be determined by multiplying (i) the number of Shareholder Return RSUs (at target) granted to such Executive, by (ii) the applicable “vesting percentage,” which shall be determined based on the Average Stock Price during the Shareholder Return Measurement Period, as set forth below:

 

Shareholder Return Achievement Level		Vesting Percentage
Below Threshold		0%
Threshold		50%
Target		100%
Maximum		200%

 

The Compensation Committee set specific stock price targets for each of the achievement levels referenced in the table above. If the Average Stock Price falls between the levels specified above, the percentage of Shareholder Return RSUs that vest will be determined using straight line linear interpolation between such levels.

 

Within 120 days after the conclusion of the Performance Period, the Compensation Committee will determine the Average Stock Price during the Shareholder Return Measurement Period and the number of Shareholder Return RSUs that have become vested (the date of such determination by the Compensation Committee, the “Measurement Date”). Any Shareholder Return RSUs that do not vest on or prior to the Measurement Date will thereupon be forfeited without consideration therefor and the applicable Executive will have no further right or interest in or with respect to such forfeited Shareholder Return RSUs.

 

Change in Control. If a “Change in Control” of the Company (as defined in the Plan) is consummated, subject to the Executive’s continued service immediately prior to the Change in Control, then the Shareholder Return RSUs will be deemed to convert into a number of unvested time-based restricted stock units immediately prior to such Change in Control, determined by multiplying (i) the number of Shareholder Return RSUs (at target) granted to such Executive, by (ii) the applicable “vesting percentage” set forth above, determined solely based on the per-share consideration paid or payable (as applicable) in the Change in Control. The resulting time-based restricted stock units will be eligible to vest in full on the last day of the Performance Period based solely on the Executive’s continued service through such date (or, if the Shareholder Return RSUs are not assumed, replaced or substituted in connection with the Change in Control, will vest in full upon the Change in Control).

 

 

Certain Terminations of Service.

 

If the Executive’s service is terminated by the Company or its affiliates (collectively, the “Company Group”) without “cause” (as defined in the Performance-Based RSU Agreement) within three (3) months prior to the consummation of a Change in Control, then, subject to the Executive’s execution of an effective release of claims, the Shareholder Return RSUs shall be deemed converted into a number of time-based restricted stock units (as described above) upon the Change in Control and will vest in full upon the consummation of such Change in Control.

 

If the Executive’s service is terminated by the Company Group without cause or due to the Executive’s resignation for “good reason” (as defined in the Performance-Based RSU Agreement), in either case, within twelve (12) months after the date on which a Change in Control is consummated, then subject to the Executive’s execution of an effective release of claims, all of the time-based restricted stock units into which the Shareholder Return RSUs converted upon the Change in Control shall vest in full upon the date on which the release of claims becomes effective.

 

If, during the Performance Period and prior to the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or a termination by the Company Group due to the Executive’s “disability” (as defined in the Plan), a number of Shareholder Return RSUs will vest on the date on which the Executive’s service is terminated based on the target level of performance.

 

If, during the Performance Period and on or after the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or due to the Executive’s disability, all then-unvested time-based restricted stock units into which the Shareholder Return RSUs converted upon the Change in Control shall vest in full.

 

If, following the conclusion of the Performance Period but prior to the Measurement Date, the Executive’s service is terminated by the Company Group by reason of the Executive’s death or disability, or without cause or due to the Executive’s resignation for good reason, then (subject, in the case of a termination without cause or due to Executive’s resignation for good reason, to the Executive’s execution of an effective release of claims), the Shareholder Return RSUs shall remain outstanding and eligible to vest upon the Measurement Date.

 

Except as described above, if the Executive’s service with the Company Group terminates for any reason prior to the Measurement Date, any then-unvested Shareholder Return RSUs will be cancelled and forfeited without consideration therefor and the Executive will have no further right or interest in or with respect to such forfeited Shareholder Return RSUs.

 

Payment. Any Shareholder Return RSUs that become vested will be paid to the Executive in shares of Company common stock or cash (as determined by the Company), in each case, as soon as administratively practicable after the vesting, but in no event later than March 15th of the calendar year following the calendar year in which the Shareholder Return RSUs vest.

 

Awards. The following amounts represent the number of Shareholder Return RSUs that would vest at target for each of the awards granted to the Executives:

 

Executive		Target Units
Matthew B. Jore		55,748
Jeffrey D. Gutke		11,150

 

Revenue RSUs

 

General. Each Executive is eligible to vest in a number of restricted stock units ranging from 0% to 200% of the target number of Revenue RSUs granted to such Executive based on attainment of certain revenue goals for the Performance Period.

 

Vesting. Subject to the Executive’s continued service through the applicable vesting date, the actual number of Revenue RSUs that vest will be determined by multiplying (i) the number of Revenue RSUs granted to such Executive, by (ii) the applicable “vesting percentage,” which shall be determined by the Company’s cumulative revenue during the Performance Period, as set forth below:

 

Revenue Achievement Level		Vesting Percentage
Below Threshold		0%
Threshold		50%
Target		100%
Maximum		200%

 

The Compensation Committee set specific revenue goals for each of the achievement levels referenced in the table above. If the Company’s cumulative revenue during the Performance Period falls between the levels specified above, the percentage of Revenue RSUs that vest will be determined using straight line linear interpolation between such levels.

 

Within 120 days after the conclusion of the Performance Period, on the Measurement Date, the Compensation Committee will determine the Company’s cumulative revenue during the Performance Period and the number of Revenue RSUs that have become vested. Any Revenue RSUs that do not vest on or prior to the Measurement Date will thereupon be forfeited without consideration therefor and the applicable Executive will have no further right or interest in or with respect to such forfeited Revenue RSUs.

 

 

Change in Control. If a Change in Control of the Company is consummated, subject to the Executive’s continued service immediately prior to the Change in Control, then the Revenue RSUs will be deemed to convert into a number of unvested time-based restricted stock units immediately prior to such Change in Control based on the target level of performance or, if greater and reasonably determinable at the time of the Change in Control, the number of Revenue RSUs that would vest had the Performance Period ended at the end of the fiscal quarter ending immediately prior to the date of the Change in Control. The resulting time-based restricted stock units will be eligible to vest in full on the last day of the Performance Period based solely on the Executive’s continued service through such date (or, if the Revenue RSUs are not assumed, replaced or substituted in connection with the Change in Control, will vest in full upon the Change in Control).

 

Certain Terminations of Service.

 

If the Executive’s service is terminated by the Company Group without cause within three (3) months prior to the consummation of a Change in Control of the Company, then, subject to the Executive’s execution of an effective release of claims, the Revenue RSUs shall be deemed converted into a number of time-based restricted stock units (as described above) upon the Change in Control and will vest in full upon the consummation of such Change in Control. If the Executive’s service is terminated by the Company Group without cause or due to the Executive’s resignation for good reason, in either case, within twelve (12) months after the date on which a Change in Control is consummated, then, subject to the Executive’s execution of an effective release of claims, all of the time-based restricted stock units into which the Revenue RSUs converted upon the Change in Control shall vest in full upon the date on which the release of claims becomes effective.

 

If, during the Performance Period and prior to the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or due to the Executive’s disability, a number of Revenue RSUs will vest on the date on which the Executive’s service is terminated based on the target level of performance or, if greater and reasonably determinable at the time of the termination, the number of Revenue RSUs that would vest had the Performance Period ended at the end of the fiscal quarter ending immediately prior to the date of the termination.

 

If, during the Performance Period and on or after the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or due to the Executive’s disability, all then-unvested time-based restricted stock units into which the Revenue RSUs converted upon the Change in Control shall vest in full.

 

If, following the conclusion of the Performance Period but prior to the Measurement Date, the Executive’s service is terminated by the Company Group by reason of the Executive’s death or disability, or without cause or due to the Executive’s resignation for good reason, then (subject, in the case of a termination without cause or due to Executive’s resignation for good reason, to the Executive’s execution of an effective release of claims), the Revenue RSUs shall remain outstanding and eligible to vest upon the Measurement Date.

 

Except as described above, if the Executive’s service with the Company Group terminates for any reason prior to the Measurement Date, any then-unvested Revenue RSUs will be cancelled and forfeited without consideration therefor and the Executive will have no further right or interest in or with respect to such forfeited Revenue RSUs.

 

Payment. Any Revenue RSUs that become vested will be paid to the Executive in shares of Company common stock or cash (as determined by the Company), in each case, as soon as administratively practicable after the vesting, but in no event later than March 15th of the calendar year following the calendar year in which the Revenue RSUs vest.

 

Awards. The following amounts represent the number of Revenue RSUs that would vest at target for each of the awards granted to the Executives:

 

Executive		Target Units
Matthew B. Jore		22,601
Jeffrey D. Gutke		4,520

 

Item 9.01 Financial Statements and Exhibits

 

10.1		Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AIRJOULE Technologies Corporation
Date: February 19, 2025	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

 

 

4

 

Exhibit 10.1

 

MONTANA TECHNOLOGIES CORPORATION
2024 INCENTIVE AWARD PLAN

 

PERFORMANCE-BASED RESTRICTED STOCK Unit Grant Notice

 

AirJoule Technologies Corporation (f/k/a Montana Technologies Corporation), a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Performance-Based Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Montana Technologies Corporation 2024 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit Agreement, the “Agreement”), both of which are incorporated into this Grant Notice by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in the Agreement. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

 

Participant:
Grant Date:
Shareholder Returns RSUs (at Target):
Revenue RSUs (at Target):
Total Number of RSUs (at Target):
Vesting Schedule:

 

(a) General. Subject to clauses (b), (c), (d) and (e) below, (i) the Shareholder Return RSUs (at Target) shall be eligible to vest based on the Company’s Average Stock Price during the Shareholder Return Measurement Period, and (ii) the Revenue RSUs (at Target) shall be eligible to vest based on the Company’s cumulative Revenue during the Performance Period, in each case, subject to and conditioned upon Participant’s continued status as a Service Provider through the applicable vesting date.

 

(b) Shareholder Return RSUs. Subject to clause (d) below and further subject to and conditioned upon Participant’s continued status as a Service Provider through the Measurement Date (except as otherwise provided in clause (e) below), a number of Shareholder Return RSUs shall vest on the Measurement Date equal to (A) the number of Shareholder Return RSUs (at Target) granted hereby multiplied by (B) the applicable vesting percentage (the “Shareholder Return Vesting Percentage”) set forth below, which shall be determined based on the Company’s Average Stock Price during the Shareholder Return Measurement Period, as follows:

 

		Average Stock Price During the Shareholder Return Measurement Period:				Shareholder Return Vesting Percentage:
Below Threshold							0	%
Threshold							50	%
Target							100	%
Maximum							200	%

 

[Performance-Based Restricted Stock Unit Grant Notice]

 

 

In the event that the Company’s Average Stock Price falls between the Threshold and Target values or Target and Maximum values specified in the table above, the Shareholder Return Vesting Percentage shall be interpolated on a linear basis (for clarity, if Average Stock Price falls below the Threshold value, the Shareholder Return Vesting Percentage shall equal 0%).

 

(c) Revenue RSUs. Subject to clause (d) below and further subject to and conditioned upon Participant’s continued status as a Service Provider through the Measurement Date (except as otherwise provided in clause (e) below), a number of Revenue RSUs shall vest on the Measurement Date equal to (A) the number of Revenue RSUs (at Target) granted hereby multiplied by (B) the applicable vesting percentage (the “Revenue Vesting Percentage”) set forth below, which shall be determined based on the Company’s cumulative Revenue during the Performance Period, as follows:

 

		Revenue During the Performance Period:				Revenue Vesting Percentage:
Below Threshold							0	%
Threshold							50	%
Target							100	%
Maximum							200	%

 

In the event that the Company’s cumulative Revenue during the Performance Period falls between the Threshold and Target levels or Target and Maximum levels specified in the table above, the Revenue Vesting Percentage shall be interpolated on a linear basis (for clarity, if Revenue falls below the Threshold level, the Revenue Vesting Percentage shall equal 0%).

 

(d) Change in Control. Notwithstanding the foregoing, in the event that a Change in Control is consummated during the Performance Period and Participant remains in continued status as a Service Provider until at least immediately prior to such Change in Control, then:

 

(i) Immediately prior to the Change in Control, the Shareholder Return RSUs will be deemed to convert into a number of unvested RSUs determined in accordance with clause (b) above based solely on the per-Share consideration paid or payable (as applicable) in the Change in Control (as determined by the Administrator) (the “Per Share CIC Consideration”), and any Shareholder Return RSUs that are not deemed to convert into unvested RSUs shall be canceled and forfeited without payment of any consideration therefor immediately prior to the consummation of the Change in Control, and the Participant shall have no further right to or interest in such forfeited Shareholder Return RSUs. For clarity, the number of such unvested RSUs shall equal (x) the number of Shareholder Return RSUs (at Target) granted hereby multiplied by (Y) the Shareholder Vesting Percentage (which shall be determined based solely on the Per-Share CIC Consideration). If an Assumption of the unvested RSUs (withing the meaning of Section 8.3 of the Plan) occurs in connection with the Change in Control, then such unvested RSUs (as continued, converted, assumed, or replaced and adjusted in connection with the Change in Control and such Assumption) will be eligible to vest in full on the last day of the Performance Period based solely on the Participant’s continued status as a Service Provider through such date or upon Participant’s Termination of Service as provided in clause (e) below; provided, however, that if no Assumption of the unvested RSUs occurs in connection with the Change in Control, then such unvested RSUs will vest in full upon the Change in Control.

 

 

(ii) Immediately prior to the Change in Control, the Revenue RSUs will be deemed to convert into a number of unvested RSUs determined in accordance with clause (c) above based on the Target level of performance (or, if greater and to the extent reasonably determinable by the Committee at the time of the Change in Control, the Company’s actual cumulative Revenue during the Performance Period (calculated assuming that the Performance Period ended on the last day of the Company’s fiscal quarter ending immediately prior to the date of such Change in Control)), and any Revenue RSUs that are not deemed to convert into unvested RSUs shall be canceled and forfeited without payment of any consideration therefor immediately prior to the consummation of the Change in Control, and the Participant shall have no further right to or interest in such forfeited Revenue RSUs. For clarity, the number of such unvested RSUs shall equal (x) the number of Revenue RSUs (at Target) granted hereby multiplied by (y) the applicable Revenue Vesting Percentage (i.e., determined based on the Target level of performance or actual cumulative Revenue through the last day of the Company’s fiscal quarter ending immediately prior to the date of such Change in Control, as applicable). If an Assumption of the unvested RSUs (withing the meaning of Section 8.3 of the Plan) occurs in connection with the Change in Control, then such unvested RSUs (as continued, converted, assumed, or replaced and adjusted in connection with the Change in Control and such Assumption) will be eligible to vest in full on the last day of the Performance Period based solely on the Participant’s continued status as a Service Provider through such date or upon Participant’s Termination of Service as provided in clause (e) below; provided, however, that if no Assumption of the unvested RSUs occurs in connection with the Change in Control, then such unvested RSUs will vest in full upon the Change in Control.

 

(e) Termination of Service. Notwithstanding clauses (a), (b), (c) and (d) above:

 

(i) If, during the Performance Period, Participant incurs a Termination of Service by reason of Participant’s death or a termination by the Company or a Subsidiary thereof due to Participant’s Disability, then:

 

(x) If such Termination of Service occurs prior to the date on which a Change in Control is consummated: (x) a number of Shareholder Return RSUs will vest on the date of such Termination of Service based on the Target level of performance; and (y) a number of Revenue RSUs will vest on the date of such Termination of Service based on the Target level of performance (or, if greater and to the extent reasonably determinable by the Committee at the time of the Termination of Service, the Company’s actual cumulative Revenue during the Performance Period (calculated assuming that the Performance Period ended on the last day of the Company’s fiscal quarter ending immediately prior to the date of such Termination of Service)).

 

(y) If such Termination of Service occurs on or after the date on which a Change in Control is consummated, then all then-unvested RSUs into which the Shareholder Return RSUs and Revenue RSUs converted upon the Change in Control pursuant to clause (d) above shall vest in full upon such Termination of Service.

 

(ii) If, during the Performance Period, Participant incurs a Termination of Service due to a termination by the Company or a Subsidiary thereof without Cause within three (3) months prior to the consummation of a Change in Control, then subject to Participant timely executing and not revoking a release of claims in a form prescribed by the Company (a “Release”) that becomes effective and irrevocable no later than sixty (60) days following the date of such Termination of Service (or such earlier date as set forth in the Release) (the date such Release becomes effective and irrevocable, the “Release Effective Date”), then the Shareholder Return RSUs and Revenue RSUs shall be deemed converted into a number of unvested RSUs pursuant to clause (d) above immediately prior to the consummation of such Change in Control and such unvested RSUs shall vest in full upon the consummation of such Change in Control. For the avoidance of doubt, following Participant’s Termination of Service by the Company or a Subsidiary thereof without Cause prior to the consummation of a Change in Control, the Shareholder Return RSUs and Revenue RSUs shall remain outstanding and eligible to vest upon a Change in Control that is consummated during the three (3)-month period immediately following the date of such Termination of Service in accordance with the preceding sentence, and shall be canceled and forfeited without payment of any consideration therefor on the three (3)-month anniversary of the date of such Termination of Service if a Change in Control is not consummated on or prior to such three (3)-month anniversary.

 

 

(iii) If, during the Performance Period, Participant incurs a Termination of Service due to a termination by the Company or a Subsidiary thereof without Cause or due to Participant’s resignation for Good Reason, in either case, on or within twelve (12) months after the date on which a Change in Control is consummated, then subject to Participant timely executing and not revoking a Release that becomes effective and irrevocable no later than sixty (60) days following the date of such Termination of Service (or such earlier date as set forth in the Release), all then-unvested RSUs into which the Shareholder Return RSUs and Revenue RSUs converted upon the Change in Control pursuant to clause (d) above shall vest in full upon the Release Effective Date.

 

(iv) If, following the conclusion of the Performance Period but prior to the Measurement Date, Participant incurs a Termination of Service by reason of Participant’s death, a termination by the Company or a Subsidiary thereof due to Participant’s Disability or without Cause or due to Participant’s resignation for Good Reason, in any case, then (subject, in the case of a termination without Cause or resignation for Good Reason only, to Participant timely executing and not revoking a Release that becomes effective and irrevocable no later than sixty (60) days following the date of such Termination of Service (or such earlier date as set forth in the Release)), the Shareholder Return RSUs and the Revenue RSUs shall remain outstanding and eligible to vest upon the Measurement Date in accordance with clauses (b) and (c) above, and any Shareholder Return RSUs and Revenue RSUs that do not vest on the Measurement Date shall be canceled and forfeited without payment of any consideration therefor on the Measurement Date.

 

(f) Termination; Forfeiture. Unless earlier terminated as set forth in this Grant Notice or the Agreement, any Shareholder Return RSUs and any Revenue RSUs that have not become vested on or prior to the Measurement Date will thereupon be automatically forfeited by Participant without payment of any consideration therefor. If Participant experiences a Termination of Service for any reason prior to the Measurement Date, all then-unvested RSUs (after taking into account any vesting that occurs in connection with such Termination of Service pursuant to clause (e) above, if any) will thereupon be automatically forfeited by Participant without payment of any consideration therefor.

 

Definitions:

For purposes hereof, the following terms shall have the respective meanings set forth below:   “Average Stock Price” shall mean, with respect to the Measurement Period, the average closing price of a Share over the Shareholder Return Measurement Period.   “Cause” shall mean (i) Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company or any of its Subsidiaries or any material breach of a written agreement between Participant and the Company or any of its Subsidiaries, including without limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) Participant’s commission of, indictment for or the entry of a plea of guilty or nolo contendere by Participant to, a felony under the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) Participant’s gross negligence or willful misconduct in the performance of Participant’s duties or Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by Participant against the Company or any of its Subsidiaries; or (v) any acts, omissions or statements by Participant which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company or any of its Subsidiaries.

 

 

“Disability” shall have the meaning set forth in the Plan.   “Good Reason” shall mean the occurrence of one or more of the following events, without Participant’s written consent: (i) a material diminution in Participant’s duties, responsibilities or authority, (ii) the Company (or its Subsidiary) requires Participant to relocate Participant’s principal place of employment by more than fifty (50) miles from Participant’s principal place of work as of immediately prior to such relocation (which, for clarity, may include a remote work location in accordance with the Company’s standard practices and policies regarding remote work) other than temporary work-related travel and other than a relocation that reduces Participant’s one-way commute from his principal residence, or (iii) a material diminution in Participant’s annual base salary or target annual cash performance bonus, except in connection with proportionate across-the-board salary reductions (and corresponding target bonus deductions) imposed on substantially all of the Company’s similarly-situated employees. Notwithstanding the foregoing, Participant will not be deemed to have resigned for Good Reason unless (x) Participant provides the Company with written notice setting forth in reasonable detail the facts and circumstances alleged by Participant to constitute Good Reason within thirty (30) days following the date of the occurrence of the event constituting Good Reason, (y) the Company fails to cure the same (to the extent capable of cure) within thirty (30) days after its receipt of such notice and (z) the effective date of Participant’s termination for Good Reason occurs no later than thirty (30) days after the expiration of the Company’s cure period.   “Performance Period” shall mean the period commencing on January 1, 2025 and ending on December 31, 2027.   “Revenue” shall mean, with respect to the Performance Period, the Company’s cumulative revenue for the Performance Period, as reported in the Company’s Annual and Quarterly Reports on Forms 10-K and 10-Q (as applicable) for such Performance Period, plus, for any period within the Performance Period that the Company does not consolidate the revenue of AirJoule, LLC into the Company’s financial statements, an amount equal to the cumulative revenue for AirJoule, LLC for such period, as reported in such entity’s financial statements, multiplied by the Company’s ownership interest in AirJoule, LLC.

 

 

“Measurement Date” shall mean the date (which shall be no later than one hundred twenty (120) days after the conclusion of such Performance Period) on which the Committee determines the Company’s Average Stock Price during the Shareholder Return Measurement Period and the Company’s Revenue during the Performance Period and the number of Shareholder Return RSUs and Revenue RSUs that have become vested hereunder.   “Shareholder Return Measurement Period” shall mean the one-hundred and twenty (120) consecutive trading days ending on the last day of the Performance Period (or, if the last day of the Performance Period is not a trading day, on the last trading day to occur prior to the last day of the Performance Period).

 

By accepting (whether in writing, electronically or otherwise) the RSUs and Dividend Equivalents, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. In addition, Participant acknowledges and agrees to be bound by the forfeiture provisions related to the Restrictive Covenants (as defined on Exhibit A) set forth in Section 2.1(b) of the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

 

AirJoule Technologies Corporation (f/k/a Montana Technologies Corporation)			PARTICIPANT
By:
Name:
Title:			[Participant Name]

 

 

Exhibit A

 

RESTRICTED STOCK UNIT AGREEMENT

 

Capitalized terms not specifically defined in this Restricted Stock Unit Agreement and the addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit Agreement, the “Agreement”) shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

 

Article I.
general

 

1.1 Award of RSUs(a). The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or an amount in cash equal to the Fair Market Value of one Share (as applicable), as set forth in this Agreement. Participant will have no right to the distribution of any Shares or cash, as applicable, until the time (if ever) the RSUs have vested.

 

1.2 Dividend Equivalents. With respect to each RSU granted hereunder, the Company has granted a tandem Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. Each Dividend Equivalent shall entitle Participant to receive the equivalent value of any ordinary cash dividend declared by the Company on a single Share while such Dividend Equivalent is outstanding. The Company will establish a separate Dividend Equivalent bookkeeping account for each Dividend Equivalent (a “Dividend Equivalent Account”) and will credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid. Any Dividend Equivalents granted in connection with the RSUs issued hereunder and any amounts that may become distributable in respect thereof shall be treated separately from such RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code).

 

1.3 Incorporation of Terms of Plan. The RSUs and Dividend Equivalents are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan. If the Addendum applies to Participant, in the event of a conflict between the terms of this Agreement or the Plan and the provisions in the Addendum, the terms and conditions in the Addendum shall control.

 

1.4 Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

 

 

Article II.
VESTING; forfeiture AND SETTLEMENT

 

2.1 Vesting; Forfeiture.

 

(a) General. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest upon the vesting of the RSUs to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

 

(b) Forfeiture.

 

(i) Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs (together with their tandem Dividend Equivalents (and any corresponding Dividend Equivalent Account balance)) will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any).

 

(ii) In consideration of the grant of the RSUs hereunder, and further as a material inducement for the Company to enter into this Agreement with Participant and to grant Participant the RSUs, Participant hereby acknowledges and agrees that, at the Company’s request, Participant shall enter into one or more agreements (in a form to be provided by the Company or any of its Subsidiaries) with the Company or any of its Subsidiaries setting forth restrictive covenants in favor of the Company and its Subsidiaries (the restrictive covenants set forth in any such agreement(s), collectively, the “Restrictive Covenants”). In the event that Participant breaches any Restrictive Covenant, then to the greatest extent permitted by Applicable Law and except as otherwise determined by the Administrator, any unvested RSUs or vested RSUs which have not yet been settled (together with their tandem Dividend Equivalents and any corresponding Dividend Equivalent Account balance) will automatically be forfeited and cancelled as of such breach without payment.

 

2.2 Settlement.

 

(a) RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) that vest will be paid in Shares or cash (as determined by the Company), in each case, as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than March 15^th of the calendar year following the calendar year in which the applicable RSU vests.

 

(b) Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

 

(c) If a vested RSU is paid in cash pursuant to Section 2.2(a), the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the last trading day to occur immediately preceding the payment date. If a Dividend Equivalent that vests is paid in Shares pursuant to Section 2.2(a), the number of Shares issued will equal the quotient, rounded down to the nearest whole Share, of the corresponding Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the last trading day to occur immediately preceding the payment date (and any fractional Share that would otherwise be paid shall be eliminated).

 

Article III.
TAXATION AND TAX WITHHOLDING

 

3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and Dividend Equivalents and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

 

 

3.2 Tax Withholding.

 

(a) Subject to Section 3.2(b), payment of the applicable withholding tax obligations with respect to the RSUs and Dividend Equivalents may be by any of the following, or a combination thereof, as determined by the Compensation Committee of the Board (the “Compensation Committee”):

 

(i) Cash, wire transfer of immediately available funds or check;

 

(ii) By delivery of Shares, including Shares delivered by attestation, then-owned by Participant valued at their Fair Market Value on the date of delivery;

 

(iii) By the Company withholding Shares otherwise issuable in respect of the RSUs in satisfaction of any applicable withholding tax obligations, valued at their Fair Market Value on the applicable date; or

 

(iv) By any combination of (i) - (iii) above.

 

(b) Unless the Compensation Committee otherwise determines: (i) with respect to any RSUs and/or Dividend Equivalents settled in cash, the Company shall withhold or cause to be withheld, from the amounts payable to Participant under this Agreement, and/or from Participant’s wages or other cash compensation paid by the Company or any Subsidiary thereof, all applicable foreign, federal, state and/or local taxes as are required to be withheld pursuant to applicable law or regulation; and (ii) with respect to any RSUs and/or Dividend Equivalents settled in Shares, payment of the applicable withholding tax obligations shall be by delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the withholding tax obligations or by delivery (including electronically or telephonically to the extent permitted by the Company) to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company that Participant has placed a market sell order with such broker with respect to Shares then-issuable upon settlement of the RSUs and Dividend Equivalents, and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the applicable tax withholding obligations; provided, that payment of such proceeds is then made to the Company at such time as may be required by the Compensation Committee.

 

(c) The number of Shares which may be so withheld or surrendered pursuant to Section 3.2(b)(ii) above shall be limited to the number of Shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income, in accordance with Section 9.5 of the Plan.

 

(d) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and Dividend Equivalents, regardless of any action the Company or any Subsidiary or affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs and Dividend Equivalents. Neither the Company nor any Subsidiary or affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs and Dividend Equivalents or the subsequent sale of Shares. The Company and its Subsidiaries and affiliates do not commit and are under no obligation to structure the RSUs and Dividend Equivalents to reduce or eliminate Participant’s tax liability.

 

 

Article IV.
other provisions

 

4.1 Adjustments. Participant acknowledges that the RSUs, the Dividend Equivalents, and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

 

4.2 Clawback. The RSUs, the Dividend Equivalents and the Shares issuable pursuant to the RSUs shall be subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation, as well as any other clawback or recoupment policy in effect on the Grant Date or that may be adopted or maintained by the Company following the Grant Date.

 

4.3 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Chief Legal Officer at the Company’s principal office or the Chief Legal Officer’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

 

4.4 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

 

4.5 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

 

4.6 Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 

4.7 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs and Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

 

4.8 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

 

 

4.9 Severability. If any portion of the Grant Notice or this Agreement or any action taken under the Grant Notice or this Agreement, in any case is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Grant Notice and/or this Agreement (as applicable), and the Grant Notice and/or this Agreement (as applicable) will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

 

4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

 

4.11 Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement (including the Addendum) confers upon Participant any right to continue in the employ or service of the Company or its Subsidiary or affiliate or interferes with or restricts in any way the rights of the Company and its Subsidiaries and affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary or affiliate and Participant.

 

4.12 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

 

4.13 Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

 

4.14 Addendum. Notwithstanding any provisions in this Agreement, if Participant performs services for the Company outside of the United States, the RSUs and Dividend Equivalents shall be subject to any additional terms and conditions set forth in the Addendum to this Agreement for Participant’s country of residence. Moreover, if Participant relocates to one of the countries included in the Addendum, the additional terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes part of this Agreement.

 

* * * * *

 

 

ADDENDUM

 

2024 INCENTIVE AWARD PLAN

Restricted STock Unit AGREEMENT

 

This Addendum (this “Addendum”) includes special terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to those set forth in the Restricted Stock Unit Agreement (the “Agreement”) and the Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement, these terms and conditions shall prevail. Any capitalized term used in this Addendum without definition shall have the meaning ascribed to such term in the Plan or the Agreement, as applicable.

 

This Addendum also includes information relating to issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of June 2024. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be outdated when Participant vests in the RSUs and acquires Shares, or when Participant receives payment of the Dividend Equivalents or when Participant subsequently sells Shares acquired under the Plan.

 

In addition, the information is general in nature and may not apply to the particular situation of Participant, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, the information contained herein may not be applicable to Participant.

 

UAE

 

(a)

Tax and Social Insurance Contribution Obligations. In connection with the grant of the RSUs and Dividend Equivalents, Participant will be responsible for complying with any applicable legal requirements in connection with Participant’s participation in the Plan and for any tax or social insurance contribution obligations arising from the RSUs and Dividend Equivalents and related benefits Participant receives or beneficially owns. In connection with the grant of the RSUs and Dividend Equivalents, the Company may report or withhold taxes as may be required under local law. Participant should seek advice from their own personal advisors at their own expense regarding the legal and tax implications of their participation in the Plan and the grant of the RSUs and Dividend Equivalents.

 

(b)

Nature of Grant. Participant acknowledges that the RSUs and Dividend Equivalents, the Plan, the Grant Notice, the Agreement or this Addendum and Participant’s participation in the Plan does not create any claims against the Company, any Subsidiary or affiliate (or employer of record) employing them, either directly or indirectly. Participant acknowledges that the RSUs and Dividend Equivalents and related benefits do not constitute a component of their “wages” for any legal purpose. Therefore, the RSUs and Dividend Equivalents and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as end of service gratuity and/or any other labor-related amounts which may be payable.

 

 

(c)

Securities Law Information. The grant of RSUs and Dividend Equivalents pursuant to the Plan are being offered only to eligible Service Providers and are in the nature of providing equity incentives to those based in the UAE. The Restricted Stock Unit Agreement to which this Addendum is attached is intended for distribution only to such an eligible Service Provider and must not be delivered to, or relied on by, any other person. Prospective acquirers of the securities, including Participant, offered should conduct their own due diligence on the securities.

 

(d)

Disclaimer. This Addendum relates to an “Exempt Offer” in accordance with the Abu Dhabi Global Market (“ADGM”) Financial Services and Market Regulations of the ADGM Financial Services Regulatory Authority (“FSRA”). This Addendum is intended for distribution only to “Persons” of a type specified in those rules. It must not be delivered to, or relied on by, any other “Person”. The FSRA has no responsibility for reviewing or verifying any documents in connection with “Exempt Offers”. The ADGM has not approved this Addendum (or the Plan, the Agreement or the Grant Notice) nor taken steps to verify the information set out in it (or them) and has no responsibility for it (or them). The securities to which this Addendum relates may be illiquid and/or subject to restrictions on resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If Participant does not understand the contents of this Addendum (or the Plan, the Agreement or the Grant Notice), they should consult an authorized financial adviser.

 

(e)

Arbitration. The parties to the Plan, the Agreement, the Grant Notice and this Addendum hereby agree that any disputes arising under or in connection with the Plan, the Agreement, the Grant Notice and this Addendum shall be referred to arbitration at and in accordance with the rules of JAMS in effect at the time of the arbitration (the current version of which is available here: www.jamsadr.com). The seat, or legal place, of arbitration shall be at the JAMS office in Seattle, Washington (or such JAMS office location that is closest to Ronan, Montana, at the time of arbitration). The number of arbitrators shall be one. The language to be used in the arbitration is English.

 

(f)

Consent to Deductions. By participating in the Plan, Participant acknowledges and agrees that the Company, any Subsidiary and/or any affiliate may at any time, without notice, during Participant’s employment and on termination, set off and/or make deductions from Participant’s salary or from any other sums due to Participant from the Company, any Subsidiary and/or any affiliate in respect of any overpayment, outstanding debt or other sums due from Participant.

  

v3.25.0.1

Cover	Feb. 12, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
Entity File Number	001-41151
Entity Registrant Name	AirJoule Technologies Corporation
Entity Central Index Key	0001855474
Entity Tax Identification Number	86-2962208
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	34361 Innovation Drive
Entity Address, City or Town	Ronan
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59864
City Area Code	800
Local Phone Number	942-3083
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AIRJ
Security Exchange Name	NASDAQ
Warrants to purchase Class A common stock
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	AIRJW
Security Exchange Name	NASDAQ

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