Global Gas Corp

Global Gas is considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, Global Gas is required to provide tabular disclosure of summary compensation and outstanding equity awards at fiscal year end, as well as limited narrative disclosures. In general, this disclosure is required for each individual who served as principal executive officer during the year and the company’s two most highly compensated executive officers other than the principal executive officer whose total compensation for the applicable year exceeded $100,000 and who were serving as executive officers as of the applicable year end.

Summary Compensation Table

The following table presents summary information regarding the total compensation paid by Global Gas for the years ended December 31, 2023 and 2022, for the named executive officers of the Company.

As of December 31, 2023, neither Mr. Nance nor Ms. Shah held any outstanding equity awards with respect to the securities of Global Gas and Ms. Shah was not subject to an employment agreement with Global Gas.

Employment Agreement with Mr. Nance

Global Hydrogen has entered into an employment agreement, as amended, with Mr. Nance (the “Nance Employment Agreement”) which became effective at Closing. Under the terms of the Nance Employment Agreement, Mr. Nance holds the position of Chief Executive Officer and is entitled to Gross Profit Payments equal to 15% of the Gross Profit (as defined in the Nance Employment Agreement) of the Company, determined in accordance with U.S. generally accepted accounting principles, up to a maximum amount of $250,000 on an annualized basis, less applicable taxes and withholdings. In addition to the base salary, beginning in 2024, Mr. Nance is eligible to earn a bonus of up to $100,000, with any payout subject to the achievement of performance goals related to free cash flow and capital expenditures established by our Board and Mr. Nance’s continuous employment through the last day of the year to which the bonus relates. While employed pursuant to the Nance Employment Agreement, Mr. Nance is eligible to receive awards pursuant to the Global Gas Corporation 2023 Long Term Incentive Plan. Beginning in 2024, Mr. Nance is eligible to receive awards with respect to up to 20,000 shares, which vest on March 31st following the year in which the awards are granted based upon the achievement of performance goals related to free cash flow established by our Board and Mr. Nance’s continuous employment through the applicable vesting date of such awards. The Nance Employment Agreement will continue until December 31, 2026, unless terminated or not renewed. The Nance Employment Agreement includes an automatic renewable mechanism for additional 12-month terms unless either party provides written notice of non-renewal.

Global Hydrogen may terminate Mr. Nance’s employment with or without Cause (as that term is defined in the Nance Employment Agreement). Upon termination of Mr. Nance’s employment without Cause, his resignation for Good Reason (as that term is defined in the Nance Employment Agreement), or due to the Company’s issuance of a notice of non-renewal, Mr. Nance will receive all earned but unpaid Gross Profit Payments through the date o termination and any earned but unpaid annual bonus payable to Mr. Nance for the years preceding the year in which the date of termination occurs, if any. Additionally, any unvested equity-based awards subject to time-base vesting granted under the Equity Plan (as defined in the Nance Employment Agreement) as of immediately prior to the date of termination will immediately vest in full, subject to Mr. Nance’s execution and non-revocation of a release (the “Accelerated Vesting”).

Further, if Mr. Nance’s employment is terminated by the Company without Cause, by Mr. Nance for Good Reason, due to the Company’s issuance of a notice of non-renewal or in the event of Mr. Nance’s death or disability, Mr. Nance would receive COBRA benefits which would allow Mr. Nance (or his eligible dependents, in the event of his death) to elect to continue to participate in a Company group health plan and receive reimbursement of such expenses resulting in expense similar to similarly situated employed executives in the Company, for up to 12 months. In addition, in the event of Mr. Nance’s death or disability, he would also be entitled to receive the Accelerated Vesting.

The Nance Employment Agreement does not contain a tax gross-up provisions with respect to excise taxes under Sections 280G and 4999 of the Code. The Nance Employment Agreement contain a “best net benefit” provision which provides that the Company’s payments to Mr. Nance can be reduced to the extent that no portion of the reduced payments will be subject to such excise tax, but only if Mr. Nance’s net after-tax benefit is greater than his net after-tax benefit would have been if such reduction were not made and Mr. Nance paid the applicable excise tax.