The following table describes the estimated potential payments upon termination or change of control of the Company for the following officers. The amounts shown assume that the termination or change of control occurred on December 31, 2024. The actual amounts to be paid can only be determined at the time of such an officer’s separation from the Company.
| Termination without Cause(1) · Termination Following a Change in Control(4) · Death or Disability of Employee(5)(8) |
|---|
| Robert Friedland |
|---|
| Lump Sum Payment: Base Salary | $— | $750,000 | $— |
| Lump Sum Payment: Bonus | $— | $0 | $— |
| Restricted Stock Units (Unvested and Accelerated) (9)(10)(11) | $— | $49,050 | $49,050 |
| Stock Option Awards (Unvested and Accelerated)(7)(12)(13) | $— | $— | $— |
| Total | $— | $799,050 | $49,050 |
|---|
| Taylor Melvin |
|---|
| Lump Sum Payment: Base Salary | $750,000 | $750,000 | $— |
| Lump Sum Payment: Bonus | $750,000 | $750,000 | $750,000 |
| Restricted Stock Units (Unvested and Accelerated)(2)(6) | $1,205,901 | $1,887,500 | $1,887,500 |
| Stock Option Awards (Unvested and Accelerated)(7) | $— | $— | $— |
| Total | $2,705,901 | $3,387,500 | $2,637,500 |
| Jordan Neeser |
|---|
| Lump Sum Payment: Base Salary | $450,000 | $450,000 | $— |
| Lump Sum Payment: Bonus | $450,000 | $450,000 | $450,000 |
| Stock Option Awards (Unvested and Accelerated)(7) | $— | $— | $— |
| Total | $900,000 | $900,000 | $450,000 |
| Quentin Markin |
|---|
| Lump Sum Payment: Base Salary | $600,000 | $600,000 | $— |
| Lump Sum Payment: Bonus | $600,000 | $600,000 | $600,000 |
| Restricted Stock Units (Unvested and Accelerated)(3)(6)(9) | $2,906,750 | $4,530,000 | $4,530,000 |
| Stock Option Awards (Unvested and Accelerated)(7) | $— | $— | $— |
| Total | $4,106,750 | $5,730,000 | $5,130,000 |
| Cassandra Joseph |
|---|
| Lump Sum Payment: Base Salary | $450,000 | $450,000 | $— |
| Lump Sum Payment: Bonus | $450,000 | $450,000 | $450,000 |
| Stock Option Awards (Unvested and Accelerated)(7) | $— | $— | $— |
| Total | $900,000 | $900,000 | $450,000 |
| (1) | If the Company terminates an NEO’s employment Without Cause as defined in NEOs employment agreement before the unvested Ivanhoe Electric stock options are fully vested, a pro rata number of Ivanhoe Electric stock options shall vest on NEOs termination date based on his or her service completed from the Grant Date through the date of termination. The amount of unvested Ivanhoe Electric stock options that shall vest on the date of termination shall be equal to the number of whole months he or she was employed from the Grant Date, divided by 36 months, all multiplied by the number of unvested Ivanhoe Electric stock options at the date of termination. |
| (2) | If the Company terminates Participant’s employment without Cause prior to the third anniversary of the Vesting Commencement Date, a pro rata portion of the unvested RSUs relating to the one-third of the Shares subject to the RSU award that would have otherwise vested on the third anniversary of the Vesting Commencement Date shall vest based on the number of whole months Participant was employed from the Grant Date, divided by 36 months. |
| (3) | If the Company terminates Mr. Markin’s employment without Cause as defined in Mr. Markin’s employment agreement before the shares subject to the Ivanhoe Electric RSUs are fully vested, a pro rata number of shares subject to unvested Ivanhoe Electric RSUs shall vest on Mr. Markin’s termination date based on his service completed from the Grant Date through the date of termination. The amount of shares subject to unvested Ivanhoe Electric RSUs that shall vest on the date of termination shall be equal to the number of whole months Mr. Markin was employed from the Grant Date, divided by 60 months, all multiplied by the number of unvested Ivanhoe Electric RSUs at the date of termination. |
| (4) | On a termination of employment following a change of control, 100% of the Ivanhoe Electric shares subject to the option or RSU shall immediately vest as of the date of termination to the extent they are not already fully vested. |
| (5) | On a termination of employment due to death or disability, 100% of the Ivanhoe Electric shares subject to the option or RSU shall immediately vest as of the date of termination to the extent they are not already fully vested. |
| (6) | The values of the accelerated Ivanhoe Electric RSUs were determined by multiplying (a) the December 31, 2024 closing price of our common stock, by (b) the number of unvested and accelerated RSUs under each scenario. |
| (7) | The values of the accelerated Ivanhoe Electric options were determined by multiplying (a) the difference between the December 31, 2024 closing price of our common stock of $7.55 and the applicable exercise price of each option, by (b) the number of unvested and accelerated options under each scenario. No value has been attributed to accelerated Ivanhoe Electric options, as the Company determined that such options were not in-the-money as at December 31, 2024. |
| (8) | Except in the case of Mr. Friedland, on a termination of employment due to death or disability, a Short Term Bonus is owed on a pro rata basis that considers the degree of achievement and/or satisfaction of performance criteria and targets prior to separation from service and the number of months worked divided by the total number of months in the reporting year, except that no Short Term Bonus will be earned if the executive’s employment is terminated for Cause or by reason of voluntary termination The table excludes any such amounts. For purposes of this table the Company has assumed the maximum potential payout. |
| (9) | The values of the accelerated Cordoba RSU’s were determined by multiplying (a) C$0.385 closing market price per share of Cordoba’s common stock on December 31, 2024 by (b) the number of unvested and accelerated RSU’s under each scenario. This has been translated to USD using the Bank of Canada December 31, 2024 closing rate of 1 US dollar=1.4389 Canadian dollars. |
| (10) | On a termination of employment following a change of control as defined in the Cordoba LTIP, 100% of the Cordoba unvested RSUs will vest. |
| (11) | On a termination of employment due to death or disability, 100% of the Cordoba unvested RSUs will vest. |
| (12) | No value has been attributed to accelerated Cordoba and VRB options, as the Company determined that such options were not in-the-money as at December 31, 2024. |
| (13) | On a termination of employment due to death, 100% of Mr. Friedland’s VRB Energy Inc. stock options vest and become exercisable. There is no accelerated vesting of VRB Energy Inc. stock options on termination of employment due to disability. |
