EVEX Eve Holding Inc

Exhibits 10.1

Eve Holding, Inc.

January 15, 2024

RE:            Letter Agreement

Dear Mr. DeMuro:

This letter agreement (this “Letter Agreement”) between you and Eve Holding, Inc. (the “Company”) sets forth the terms of your termination of employment, and resignation from all positions with the Company (other than as a member of the Board of Directors of the Company (the “Board”).  Reference is made to (i) your Employment Agreement with the Company, dated September 14, 2021 (the “Employment Agreement”) and (iv) your Restricted Stock Unit Award Agreement, dated May 9, 2022 (the “Award Agreement”). Please countersign and date this Letter Agreement and return it to me prior to January 16, 2024. In addition, to receive the payments set forth in Paragraph 2 of this Letter Agreement, please execute the Release of Claims Agreement, which is attached hereto as Annex A (the “Release”), within twenty-one (21) days following the Separation Date (as defined below), but not sooner than the Separation Date. By doing so, the Company and you for good and valuable consideration, hereby agree as follows:

1.        Separation and Board Service.

(a)         Your last day as Co-Chief Executive Officer of the Company was August 31, 2023, at which time you assumed the role of Executive Vice President of Corporate Development of the Company. You hereby agree that your last day of employment with the Company and as Executive Vice President of Corporate Development of the Company was January 2^nd, 2024 (the “Separation Date”). You acknowledge that, as of the Separation Date, you will no longer serve in any positions held with the Company (other than as a member of the Board), and you agree to execute any additional documents required by the Company to effectuate such agreement. You further acknowledge and agree that your termination of employment does not constitute a termination without Cause or for Good Reason (each term as defined in your Employment Agreement) nor are you entitled to any of the payments and other benefits provided under Section 5(b) of the Employment Agreement.

(b)         Your service as a member of the Board commenced on November 1, 2023. You will be entitled to receive the same compensation paid to the Company’s other non-employee directors in connection with your Board service; provided, that, (i) you will not receive any payments related to your Board service for calendar year 2023 and (iii) your first Board equity grant will occur during the next annual grant cycle, on or around May of 2024.

(a)    Nothing in this Letter Agreement or in any other agreement or arrangement between you and the Company shall (i) prohibit you from disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (ii) prohibit you from voluntarily communicating with an attorney retained by you; (iii) prohibit you from initiating communications directly with, responding to any inquiries from, providing testimony before, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with, law enforcement, a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the District of Office of Human Rights, any state or local commission on human rights or similar entity, the Department of Justice, the Securities and Exchange Commission (“SEC”), the Congress, and any agency inspector general, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (iv) prohibit you from recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934; (v) waive your right to testify before or provide information (including confidential information of the Company) to an administrative, legislative or judicial proceeding concerning alleged violations of law in response to a subpoena, provided that you first promptly notify and provide the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure or other appropriate remedy; or (vi) limit or prevent you from filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which you are entitled.

(b)     Pursuant to 18 U.S.C. §1833(b), you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to your attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (1) file any document containing the trade secret under seal, and (2) do not disclose the trade secret, except pursuant to court order.  Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

To the Company:

Eve Holding, Inc.

1400 General Aviation Drive, Melbourne, FL 32935, United States

Email: legal@eveairmobility.com

Attention: General Counsel

To You:

At the address shown in the Company's personnel records.

[Signature Page Follows] 

ACKNOWLEDGED AND AGREED
 

Annex A

RELEASE OF CLAIMS

This General Release of Claims (this “Agreement”) is entered into by and Eve Holding, Inc. (the “Company”), and Gerard J. DeMuro (or, his estate, as applicable, “Executive”) on the below-indicated date.

WHEREAS, Executive is party to a Letter Agreement, dated January 15, 2024 (the “Letter Agreement”), that provides Executive certain severance and other benefits in connection with Executive’s termination of employment;

WHEREAS, Executive’s employment has so terminated; and

WHEREAS, a condition precedent to Executive’s entitlement to certain severance and other benefits thereunder is his agreement to this Agreement.

NOW, THEREFORE, in consideration of the severance and other benefits provided under the Letter Agreement, the sufficiency of which Executive hereby acknowledges, Executive agrees as follows:

1.     General Release of Claims.  Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns (the “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever, from the beginning of time up to the date Executive executes this Agreement with respect to (i)(A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (the “ADEA”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the District of Columbia Human Rights Act, the District of Columbia Family and Medical Leave Act, the District of Columbia Accrued Sick and Safe Leave Act, the Florida Civil Rights Act (§§ 760.01 to 760.11, Fla. Stat.), the Florida Whistleblower Protection Act (§§ 448.101 to 448.105, Fla. Stat.), the Florida Workers' Compensation Retaliation provision (§ 440.205, Fla. Stat.), the Florida Minimum Wage Act (§ 448.110, Fla. Stat.), Article X, Section 24 of the Florida Constitution (Fla. Const. art. X, § 24) and the Florida Fair Housing Act (§§ 760.20 to 760.37, Fla. Stat.), each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) the termination of Executive’s employment; or (iii) any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive. 

2.        Acknowledgement of Wages Paid and No Other Amounts Due.  Except as otherwise provided herein and in the Employment Agreement, Executive acknowledges that he has been paid any and all wages, salary, commissions or other amounts due from the Company, including wages for all hours worked, and that no other amounts are due to Executive from the Company.

(a)     Nothing contained in this Agreement shall in any way diminish or impair: (i) any Claims Executive may have that cannot be waived under applicable law, (ii) Executive’s rights under this Agreement, (iii) any rights Executive may have to vested benefits under health, welfare and tax qualified retirement employee benefit plans, (iv) any rights Executive may have as a shareholder of the Company, (v) Executive’s right to challenge the validity of the waiver of ADEA Claims under this Agreement, or (v) any rights Executive may have to indemnification from the Company or coverage under any director and officer liability insurance policy. The Company acknowledges and agrees that this Agreement does not preclude Executive from filing any charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other governmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency.  Executive does not need prior authorization from the Company to make any such reports or disclosures and except as may otherwise be required by applicable law, is not required to notify the Company that Executive has made such reports or disclosures.  This Agreement does not limit Executive’s right to receive an award for information provided to any governmental agency or entity.

(b)     Pursuant to 18 U.S.C. §1833(b), Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, if Executive (1) files any document containing the trade secret under seal, and (2) does not disclose the trade secret, except pursuant to court order.  Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.  Further, nothing in any agreement Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

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              IN WITNESS WHEREOF, Executive has executed this Agreement, as of the below-indicated date, which may be signed and delivered by email (simone.oliveira@eveairmobility.com) or .pdf.

EMPLOYEE