What changed in this filing

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Item 5. Other Information

2022-08-15 compared with 2022-05-09 · 2 added, 85 removed, 24 unchanged (78% of the section changed)

OTHER INFORMATION.

We recently entered into amended and restated employment agreements with each of Craig Shesky, our Chief Financial Officer, and Anthony O’Sullivan, our Chief Development Officer.

In addition, we, through one of our subsidiaries, expects to enter into an amended and restated employment agreement with Erika Ilves, our Chief Strategy Officer, on substantially similar terms as the amended and restated employment agreements with Messrs.

Shesky and O ’ Sullivan, except with respect the amount of her annual base salary and entitlement to a signing payment.

Craig Shesky – Chief Financial Officer

On May 6, 2022, our subsidiary, DeepGreen Resources, LLC, entered into an amended and restated employment agreement with Mr.

Shesky in connection with his continued role as our Chief Financial Officer (the “ Shesky Employment Agreement ” ).

Under the Shesky Employment Agreement, Mr.

Shesky will receive an annual base salary of $350,000, which will be reviewed annually by our Chief Executive Officer.

Shesky is also entitled to a signing payment in the amount of $91,667 under the Shesky Employment Agreement.

In addition, Mr.

Shesky is eligible to participate in our Long-Term Incentive Plan, or LTIP, subject to the combination of his achieving certain individual performance objectives, and achievement of certain company-based financial results.

Shesky is eligible to participate in our benefit plans and to be considered for an annual performance incentive bonus targeted at 50% of his annual base salary, to be granted at the discretion of the board of directors on a year-to-year basis (the “ Shesky Employment Bonus ” ).

The Shesky Employment Agreement has an indefinite term.

In general, during his employment and for a period of six months thereafter, Mr.

Shesky is prohibited from (a) competing with us within North America;

(b) soliciting our customers for a competing business;

and (c) soliciting our employees for a competing business.

In the event that Mr.

Shesky ’ s employment is terminated without “ Cause ” as defined in the Shesky Employment Agreement or if Mr.

Shesky resigns for “ Good Reason ” as defined in the Shesky Employment Agreement, Mr.

Shesky will receive (a) a payment equal to 6 months of his then annual base salary plus a pro-rata portion of the Shesky Employment Bonus;

(b) subject to the approval of the board of directors, an extension of the expiry up to 12 months from the termination date of options that vest based on the achievement of certain company-based milestones;

and (c) continued payment of the premiums required to maintain Mr.

Shesky ’ s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that Mr.

Shesky ’ s employment is terminated without “ Cause ” or if Mr.

Shesky resigns for “ Good Reason ” following the resignation, termination, or replacement of our Chief Executive Officer, Mr.

Shesky will receive (a) a payment equal to 9 months of his then base salary in lieu of notice plus 1 month ’ s pay in lieu of notice for each completed year of service following the start date to a maximum of 18 months;

(b) allowance for the immediate vesting of all unvested restricted stock units that would have vested during the 12 month period following the termination date;

(c) subject to the approval of the board of directors, extension of the expiry up to 12 months from the termination date of options that vest based on the achievement of certain company-based milestones;

(d) pro-rata payment of the Shesky Employment Bonus;

and (e) continued payment of the premiums required to maintain Mr.

Shesky ’ s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that, within 24 months following a “ Change of Control ” as defined in the Shesky Employment Agreement, Mr.

Shesky ’ s employment is terminated without “ Cause ” or if Mr.

Shesky resigns for “ Good Reason ” , Mr.

Shesky will receive (a) a payment equal to 12 months of his then annual base salary;

(b) 1.5 times the Shesky Employment Bonus paid for the previous year;

and (c) immediate vesting of all unvested equity awards, subject to Mr.

Shesky agreeing that the non-competition period described above be extended to 12 months from the date of termination.

The foregoing summary of the terms and conditions of the Shesky Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Shesky Employment Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.2 and incorporated herein by reference.

Anthony O’Sullivan – Chief Development Officer

On May 8, 2022, our subsidiary, The Metals Company Australia Pty.

Ltd, entered into an amended and restated employment agreement with Mr.

O’Sullivan in connection with his continued role as our Chief Development Officer (the “O’Sullivan Employment Agreement”).

Under the O’Sullivan Employment Agreement, Mr.

O’Sullivan will receive an annual base salary of $670,985 AUD

($475,000 USD), which will be reviewed annually by our Chief Executive Officer.

In addition, O’Sullivan is eligible to participate in our LTIP, subject to the combination of his achieving certain individual performance objectives, and achievement of certain company-based financial results.

O’Sullivan is eligible to participate in our benefit plans and to be considered for an annual performance incentive bonus targeted at 50% of his annual base salary, to be granted at the discretion of the board of directors on a year-to-year basis (the “O’Sullivan Employment Bonus”).

The O’Sullivan Employment Agreement has an indefinite term.

In general, during his employment and for a period of six months thereafter, Mr.

O’Sullivan is prohibited from (a) competing with us within Australia;

(b) soliciting our customers for a competing business;

and (c) soliciting our employees for a competing business.

In the event that Mr.

O’Sullivan’s employment is terminated without “Cause” as defined in the O’Sullivan Employment Agreement or if Mr.

O’Sullivan resigns for “Good Reason” as defined in the O’Sullivan Employment Agreement, Mr.

O’Sullivan will receive (a) a payment equal to a pro-rata portion of the O’Sullivan Employment Bonus;

and (c) continued payment of the premiums required to maintain Mr.

O’Sullivan’s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that Mr.

O’Sullivan’s employment is terminated without “Cause” or if Mr.

O’Sullivan resigns for “Good Reason” following the resignation, termination, or replacement of our Chief Executive Officer, Mr.

O’Sullivan will receive (a) a payment equal to 9 months of his then base salary in lieu of notice plus 1 month’s pay in lieu of notice for each completed year of service following the start date to a maximum of 18 months;

(b) allowance for the immediate vesting of all unvested restricted stock units that would have vested during the 12 month period following the termination date;

(d) pro-rata payment of the O’Sullivan Employment Bonus;

and (e) continued payment of the premiums required to maintain Mr.

O’Sullivan’s participation in the benefits plans in which he participates for the minimum period required by applicable law.

In the event that, within 24 months following a “Fundamental Change” as defined in the O’Sullivan Employment Agreement, Mr.

O’Sullivan’s employment is terminated without “Cause”, Mr.

O’Sullivan will receive (a) a payment equal to 12 months of his then annual base salary;

(b) 1.5 times the O’Sullivan Employment Bonus paid for the previous year;

and (c) immediate vesting of all unvested equity awards, subject to Mr.

O’Sullivan agreeing that the non-competition period described above be extended to 12 months from the date of termination.

The foregoing summary of the terms and conditions of the O’Sullivan Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the O’Sullivan Employment Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.3 and incorporated herein by reference .

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

3 unchanged sentences

SEC File/ Reg.

Non-Binding Memorandum of Understanding, dated March 14, 2022, by and between TMC the metals company Inc.

and Epsilon Carbon Pvt.

Form 8-K (Exhibit 10.1)

Amended and Restated Employment Agreement, dated May 6, 2022, by and between DeepGreen Resources, LLC and Craig Shesky

Amended and Restated Employment Agreement, dated May 8, 2022, by and between The Metals Company Australia Pty.

and Anthony O’Sullivan

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

Inline XBRL Taxonomy Extension Label Linkbase Document

† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

+ Management contract or compensatory plan or arrangement.

3 unchanged sentences

TMC THE METALS COMPANY INC.

August 15, 2022

/s/ Gerard Barron

1 unchanged sentence

Chief Executive Officer

August 15, 2022

/s/ Craig Shesky

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information