ECDAW ECD Automotive Design Inc

 

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

 

September 16, 2024

Date of Report (Date of earliest event reported)

 

ECD AUTOMOTIVE DESIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41497		86-2559175
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4390 Industrial Lane Kissimmee, Florida		34758
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (407) 483-4825

 

 

(Former name or former address, if changed since last report)

 

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ECDA		The Nasdaq Stock Market LLC
Warrants		ECDAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 September 16, 2024, ECD Automotive Design, Inc. (the “Company”) received the resignation of Mr. Raymond Cole as Chief Financial Officer of the Company effective immediately. Mr. Cole’s resignation was due to personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same date, Mr. Benjamin Piggott was appointed as the Company’s Chief Financial Officer by the Company’s board of directors (the “Board”). A copy of Mr. Piggott’s employment agreement with the Company is attached hereto as Exhibit 10.1.

 

No family relationships exist between Mr. Piggott and any of the Company’s directors or other executive officers. There is no arrangement or understanding between Mr. Piggott and any other persons pursuant to which he was selected as a director, and there are no related party transactions involving Mr. Piggott that are reportable under Item 404(a) of Regulation S-K.

 

Mr. Piggott was the Chairman and Chief Executive Officer of EF Hutton Acquisition Corporation I, the SPAC through which ECD Auto Design became a public company. Mr. Piggott has been a Managing Director at EF Hutton, a middle market investment bank, since its inception in June 2020. Prior to joining EF Hutton, Mr. Piggott was Head of Corporate Development at Laird Superfood, Inc. (NYSE American: LSF); Mr. Piggott also helped to successfully negotiate the sale of a minority equity stake in the company to Danone S.A. Before Laird Superfood, Mr. Piggott spent fifteen years in the investment industry, ten of which were with the Small Cap Team at Fidelity Management & Research Company, where he served as a research analyst and sector portfolio manager. Mr. Piggott also spent two years at Legg Masson Capital Management as a generalist covering small and mid-cap companies. Mr. Piggott received his Bachelor of Science in Finance from Bentley University in 2002.

 

In conjunction with the appointment of Mr. Piggott as CFO of the Company, on September 16, 2024, Mr. Piggott and Thomas Humble both resigned from their positions as members of the Board. Prior to his resignation, Mr. Piggott served as the Chairman of the Board and a member of the Company’s Audit Committee, Compensation Committee and Nominating Committee. Mr. Humble did not serve on any committees of the Board. The resignations of Mr. Piggott and Mr. Humble from the Board were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Additionally, on September 16, 2024, the Company’s Chief Executive Officer, Scott Wallace, was appointed as the Chairman of the Board.

 

Item 7.01

Regulation FD Disclosure

 

On September 18, 2024, the Company issued a press release announcing the board restructure and CFO Transition (the “Release”). A copy of the Release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of ECD’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ECD. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

 

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that ECD do not presently know, or that ECD currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ECD’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of ECD described in the ECD’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on May 3, 2024, including those under “Risk Factors” therein. ECD anticipates that subsequent events and developments will cause its assessments to change. However, while ECD may elect to update these forward-looking statements at some point in the future, ECD specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing ECD’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits.

 

The following exhibits are filed as part of, or incorporated by reference into, this Report.

 

No.		Description of Exhibit
10.1		Employment Agreement, dated September 16, 2024, between ECD Automotive Design, Inc. and Benjamin Piggott
99.1**		Press Release dated September 18, 2024
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Filed herewith.
**	Furnished herewith.

 

 

SIGNATURES

 

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.

 

Dated: September 20, 2024
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Scott Wallace
	Name:	Scott Wallace
	Title:	Chief Executive Officer

 

 

3

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “Agreement”) dated as of the 16th day of September, 2024 (the “Effective Date”), is between ECD AUTOMOTIVE DESIGN, INC. a Delaware corporation (the “Company”), and BENJAMIN PIGGOTT, an individual (the “Employee”). Each party to this Agreement may be referred to herein as a “Party” or “Parties” collectively.

 

W I T N E S S E T H:

 

WHEREAS, the Company is in the business of restoring and customizing luxury automobiles (the “Business”); and

 

NOW, THEREFORE, in consideration of the Parties’ mutual promises and covenants contained herein, of the benefits accruing to the Parties, and of other good or valuable consideration, including continued employment and employee benefits the amount of which shall be determined by Company and the receipt, validity, and sufficiency all of which the Parties hereby acknowledge, Employee and Company hereby agree to be legally bound on the following terms:

 

1. Employment. The Company hereby employs the Employee as Chief Financial Officer of the Company on the terms and conditions set forth in this Agreement. Employee shall perform such duties as may be reasonably assigned by the Company from time to time.

 

2. Performance of Employee’s Duties. Employee shall devote Employee’s full working time and attention and Employee’s best efforts to Employee’s service to the Company and shall perform Employee’s services in a capacity and in a manner consistent with Employee’s position with the Company, and shall not engage in any other business or occupation during the Term; provided that the foregoing shall not be interpreted as prohibiting Employee from managing Employee’s personal passive investments or engaging in charitable or civic activities or, with the Company’s prior written consent, taking board positions in other enterprises, so long as such activities and board positions do not, individually or in the aggregate, (i) conflict with or interfere with the performance of Employee’s duties and responsibilities hereunder, (ii) create a fiduciary conflict or (iii) result in a breach or violation of Sections 10, 11 or 12 hereof. Employee shall abide by all the requirements of the Securities and Exchange Commission and adhere to the policies and requests of the Company with respect thereto, as the same may exist from time to time, applicable to executive officers of public companies.

 

3. Term of Employment. Subject to earlier termination as provided in Section 8, the term of employment shall be at will, commencing on the Effective Date (the “Term”).

 

4. Compensation.

 

(a) Salary. The Company shall pay Employee, in payment for Employee’s services hereunder, an annual rate of base salary of $315,000 (“Salary”), payable in accordance with the Company’s normal pay practices as may be altered from time to time by the Company’s Board of Directors or a committee thereof, as applicable (the “Board of Directors”), subject to standard payroll deductions. Any increase in Employee’s Salary shall be at the sole discretion of the Board of Directors.

 

(b) Stock Grant: The Company shall grant the employee 100,000 shares of Common Stock, on January 2, 2025.

 

 

(c) Discretionary Bonus. In addition to the Salary, Employee may be eligible for an annual or quarterly bonus, to be determined by the Board of Directors in its sole discretion, which bonus may be based upon the Company’s total revenue, profitability, and any other factors, all as determined at the sole discretion of the Board of Directors (the “Discretionary Bonus”). The Discretionary Bonus, if any, shall be payable by the Company at such time as determined by the Board of Directors following each year or quarter of operation, as applicable. Notwithstanding anything to the contrary contained herein, Employee must be employed with the Company on the date of payment of the Discretionary Bonus in order to receive same.

 

5. Section 280G of the Internal Revenue Code. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement to the extent the benefit would create an excise tax under the parachute rules of Section 280G of the Internal Revenue Code.

 

6. Other Benefits. The Company may provide Employee with such fringe benefits as are available to other employees of the Company. During the Term of Employment, the Employee will be eligible to participate in all benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law. Without limitation of the foregoing, during the Term of Employment, (ii) the Company shall pay the full premiums which are applicable to any healthcare, vision, and/or dental benefit plans in which the Employee participates (and, for the avoidance of doubt, Company shall pay the full premiums of such coverage with respect to the family of the Employee), and (iii) the Employee shall be eligible to participate in the Company’s 401(k) plan.

 

7. Paid Time Off. During the Term, the Employee will be entitled to twenty (20) days per calendar year (prorated for partial calendar years) of paid time off and such additional paid time off as may be mutually agreed upon between Employee and the Company (“PTO”). To the maximum extent permitted by applicable law, (i) PTO hours accrued, but unused, in a calendar year will be forfeited and will not carry over to the following calendar year, and (ii) the Company will not be required to compensate the Employee for, and the Employee will forfeit, any accrued but unused PTO upon the separation of the Employee’s employment with the Company, regardless of reason.

 

8. Termination of Employment.

 

(a) Termination of Term of Employment. Notwithstanding Section 3 hereof, the Term of Employment shall terminate immediately (the date of such termination is referred to as the “Termination Date”) upon the occurrence of any of the following events: (i) death or Permanent Disability (as defined below) of the Employee; (ii) election by the Company to terminate the Employee for Cause (as defined below); (iii) at the end of the thirty (30) day period following the Company’s delivery to the Employee of prior written notice of the Company’s election to terminate the Employee without Cause; (iv) election by the Employee to terminate for Good Reason (as defined below); or (v) at the end of the thirty (30) day period following Employee’s delivery to the Company of prior written notice of his election to terminate.

 

 

(b) Effect of Termination by the Company Without Cause or by the Employee for Good Reason. Subject to Section 8(e), if the Employee’s employment is terminated by the Company without Cause (including without limitation by the Company providing a Non-Renewal Notice to the Employee, as described above in Section 3) or by the Employee for Good Reason, the Employee shall be entitled to receive:

 

(i) within fourteen (14) days after the Termination Date, his or her Salary, accrued and unpaid through the Termination Date, together with reimbursement for all business expenses reimbursable pursuant to this Agreement, if any; plus

 

(ii) continued payment of his or her Salary during the Severance Period (as defined below), payable in equal installments over the Severance Period (and not in lump sum) in accordance with, and at such times as consistent with, the Company’s normal payroll practices and subject to payroll deductions and tax withholdings in accordance with the Company’s normal practices and as required by law. The term “Severance Period” shall mean the following: (i) twelve (12) months if the Employee has been continuously employed by the Company for a period of at least five (5) years as of the Termination Date, (ii) ten (10) months if the Employee has been continuously employed by the Company for a period of at least four (4) years as of the Termination Date, (iii) eight (8) months if the Employee has been continuously employed by the Company for a period of at least three (3) years as of the Termination Date, (iv) six (6) months if the Employee has been continuously employed by the Company for a period of at least two (2) years as of the Termination Date, (v) four (4) months if the Employee has been continuously employed by the Company for a period of at least one (1) year as of the Termination Date, and (vi) two months if the Employee has been continuously employed by the Company for a period of less than one (1) year as of the Termination Date; plus

 

(iii) any other benefits Employee is otherwise entitled to in accordance with the terms and conditions of the Company’s Employee Benefit Plans (including the Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement) or as otherwise expressly required by applicable law.

 

(c) Effect of Termination Upon the Employee’s Death or Permanent Disability, or by the Company for Cause. Subject to Section 8(e), in the event this Agreement is terminated due to the Employee’s death, or Employee’s Permanent Disability (as defined below), or by the Company for Cause (as defined below), the Company shall pay the Employee (or his or her estate) his or her accrued and unpaid Salary through the Termination Date together with reimbursement for all business expenses reimbursable pursuant to this Agreement, if any, and any other benefits Employee is otherwise entitled to in accordance with the terms and conditions of the Company’s Employee Benefit Plans (including the Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement) or as otherwise expressly required by applicable law.

 

(d) Effect of Termination by the Employee without Good Reason. Subject to Section 8(e), in the event the Employee terminates this Agreement without Good Reason (as defined below), the Company may elect to waive the thirty (30) day notice period (as described in Section 8(a)(v)), in its sole discretion, and in such case, the Termination Date shall be accelerated and notwithstanding the required notice period, the Company shall owe the Employee no further amount under this Agreement as of the accelerated Termination Date or for any other reason, other than any compensation that has accrued and remains unpaid through the accelerated Termination Date, reimbursement for all business expenses reimbursable pursuant to this Agreement, if any, and any other benefits Employee is otherwise entitled to in accordance with the terms and conditions of the Company’s Employee Benefit Plans (including the Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement) or as otherwise expressly required by applicable law.

 

 

(e) Compliance with Restrictive Covenants and Required Release. All payments and benefits due to Employee under this Section 8 which are not otherwise required by applicable law shall be payable only if (i) Employee is, at all times has been, and continues to be in compliance with the terms of Sections 9, 10, 11, and 12, and (ii) Employee (or, to the extent applicable, Employee’s legal representative acting under a power of attorney and on behalf of Employee or Employee’s estate) executes and delivers to the Company a general release of claims and liability against the Company and its Affiliates in a form reasonably satisfactory to the Company and such release is no longer subject to revocation (to the extent applicable), in each case, within sixty (60) days following the Termination Date.

 

(f) Employee Acknowledgment. Employee hereby acknowledges and agrees that upon the Termination Date, Employee shall not be entitled to any severance payments or benefits of any kind, including without limitation payment for accrued and unused paid time off, under any Company benefit plan, severance policy generally available to the Company’s employees, or otherwise and all other rights of Employee to compensation under this Agreement shall end as of such Termination Date, except as expressly provided in this Section 8.

 

(g) No Limitation of Remedies. Notwithstanding anything to the contrary contained herein, the Company shall not be limited to termination as a remedy for any improper or illegal act of Employee, but may also seek damages, injunction, or such other remedy as it may deem appropriate under the circumstances.

 

(h) Resignation as Officer or Director. Upon the Termination Date, Employee shall be deemed to have resigned, to the extent applicable, as an officer of the Company and its Affiliates and as a member of any governing body of the Company and its Affiliates. On or immediately following the Termination Date, Employee shall confirm the foregoing by submitting to the Company in writing a confirmation of Employee’s resignation(s).

 

(i) Exit Obligations. Upon (1) termination of the Employee’s employment or (2) the Company’s request at any time during the Employee’s employment, the Employee shall (A) immediately provide or return to the Company any and all Company property, including without limitation keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives, other removable information storage devices, hard drives, and data and all Company documents, materials and equipment belonging to the Company and stored in any fashion, including without limitation those that constitute or contain any Confidential Information (as defined below) or Intellectual Property (as defined below), that are in the possession or control of the Employee, whether they were provided to the Employee by the Company or its Affiliates or created by the Employee in connection with the Employee’s employment by the Company; and (ii) immediately delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Employee’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Employee’s possession or control.

 

 

(j) Definitions.

 

(i) Definition of Cause. For purposes of this Agreement, “Cause” shall mean, (i) the commission by Employee of or the indictment of Employee for (or pleading guilty or nolo contendere to), a felony or any other crime involving moral turpitude, (ii) Employee’s material failure to perform Employee’s duties hereunder or to follow the lawful direction of the Company (or a representative thereof), (iii) Employee’s theft or fraud, (iv) an act of gross negligence or willful misconduct by Employee that has a material and demonstrably negative impact on the Company, or (v) material breach by Employee of this Agreement or any other agreement between Employee and the Company. To the extent any of the foregoing items set forth in (ii) or (v) are capable of being cured, Cause shall not have occurred until the Company has given Employee written notice setting forth the issue(s) alleged to constitute Cause, and the Company has provided Employee at least thirty (30) days following such notice to cure such conduct and Employee has failed to do so. Failing such cure, a termination of employment by the Company for Cause shall be effective on the day following the expiration of such thirty (30) day cure period.

 

(ii) Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean if the Employee voluntarily terminates the Employee’s employment with the Company after the occurrence of one or more of the following circumstances without the Employee’s consent, in each case: (i) a permanent relocation of the Employee’s primary place of employment to a location more than one hundred (100) miles from Kissimmee, Florida (for the avoidance of doubt, excluding reasonable requests to attend certain meetings, events, or conferences in person); (ii) a material reduction in Employee’s title or position; (iii) a material breach by the Company of this Agreement; or (iv) a material reduction in Employee’s Salary; provided, however, that no resignation shall be for Good Reason until Employee has provided the Company with written notice of the conduct alleged to have caused Good Reason with thirty (30) days of such conduct occurring and at least thirty (30) calendar days have elapsed after the Company’s receipt of such written notice from Employee, during which the Company has failed to cure any such alleged conduct. Failing such cure, a resignation of employment by the Employee with Good Reason shall be effective on the day following the expiration of such thirty (30) day cure period.

 

(iii) Definition of Permanent Disability. For purposes of this Agreement, “Permanent Disability” shall mean the inability of Employee, due to illness, accident, or other physical or mental incapacity, to perform the essential duties, responsibilities, and functions of his or her position with the Company, as applicable, for a period of at least ninety (90) consecutive days or for shorter periods aggregating at least one hundred twenty (120) days during any consecutive twelve (12) month period (whether or not the days are consecutive) even with reasonable accommodations of such disability or incapacity provided by the Company or if providing such accommodations would be unreasonable, all as determined by an independent, licensed Florida medical doctor selected and consulted by the Company. Employee shall reasonably cooperate in all respects with the Company if a question arises as to whether he or she has incurred a Permanent Disability (including, without limitation, submitting to an examination by a medical doctor, or other health care specialist selected by the Company with the approval of Employee, which shall not be withheld unreasonably, and authorizing such medical doctor or such other health care specialist to discuss Employee’s condition with the Company).

 

 

9. Limitations on Other Employment. As long as Employee is an employee of Company, Employee shall not enter into the services of or be employed in any capacity or for any purposes whatsoever, whether directly or indirectly, by any person, firm, employer or entity other than the Company or its Affiliates without the consent of the Company, and will not, without the consent of the Company, during said period of time, be engaged in any business, enterprise or undertaking other than employment by the Company or its Affiliates. Employee represents and warrants that Employee is under no obligation to any former employer which is in any way inconsistent with this Agreement or which imposes any restriction on behalf of the Company or its Affiliates. The Employee acknowledges that Employee has been instructed that during the Term of Employment, Employee is not to divulge to the Company, its employees, or its consultants any Confidential Information (as defined below) obtained from any previous employers or any other person.

 

10. Non-Competition and Non-Interference.

 

(a) Non-Competition. Other than on behalf of the Company or its Affiliates, during the Restricted Period (as defined below), Employee shall not, directly or indirectly (as defined below), engage or attempt to engage in the Business (as defined below) within the Territory (as defined below).

 

(b) Non-Interference with Customers. During the Restricted Period, Employee shall not, directly or indirectly, attempt to or actually, (i) solicit, induce, or cause any Customer to terminate, reduce or refrain from renewing or extending its contractual or other business relationship with the Company or its Affiliates; (ii) solicit, induce, or cause any Customer to become a customer of or enter into any contractual or other relationship, in each case for Competing Services (as defined below), with Employee or any other person or entity; and/or (iii) offer or provide to any Customer any Competing Services.

 

(c) Non-Interference with Suppliers. Employee agrees that, during the Restricted Period, Employee shall not, directly or indirectly, attempt to or actually: (i) solicit, induce, or cause any Supplier or other Business Relation (as defined below) of the Company or its Affiliates to terminate, reduce, or refrain from renewing or extending such person’s or entity’s business or employment relationship with the Company or its Affiliates; (ii) solicit, induce, or cause any employee of the Company or its Affiliates to engage in Competing Services; or (iii) engage as an employee, independent contractor, or consultant on behalf of a person or entity other than the Company or its Affiliates (A) any employee of the Company or its Affiliates or (B) any person who was employed by the Company or its Affiliates within the then prior six-month period.

 

(d) Non-Disparagement. During the Restricted Period, Employee shall not disparage the Company or its Affiliates or their respective businesses, personnel, shareholders, members, directors, officers, consultants, services, products, or business methods.

 

(e) Definitions.

 

(i) “Business” has the meaning set forth in the Preamble of this Agreement.

 

(ii) “Business Relation” means herein any person or entity other than a Supplier that conducts business with the Company or its Affiliates.

 

(iii) “Competing Services” means herein products or services (other than those of the Company or its Affiliates) that are the same, similar, or otherwise in competition with the products or services of the Company or its Affiliates.

 

(iv) “Customer” means herein any person or entity that: (A) during the two-year period immediately preceding the Effective Date or during the Restricted Period, has purchased products or services from Company or its Affiliates and/or (B) during the then-prior one-year period, was contacted by the Company or its Affiliates regarding the potential purchase of products or services from the Company or its Affiliates.

 

 

(v) “Directly or indirectly” as used herein includes any activity, on behalf of Employee or on behalf of or in conjunction with any other person or entity, whether as an employee, agent, consultant, independent contractor, officer, director, principal, shareholder, equity holder, partner, member, joint venturer, lender, investor, or otherwise, except that nothing in this Agreement shall prohibit Employee from being a passive holder, for investment purposes only, of not more than five percent (5%) of the securities of any publicly-traded entity.

 

(vi) “Restricted Period” means the Term of Employment and the one (1) year period following the Termination Date (as defined in Section 8(a)).

 

(vii) “Supplier” means herein any person or entity that supplies goods, services, or capital to the Company or its Affiliates, whether as an employee, independent contractor, or otherwise.

 

(viii) “Territory” means herein anywhere in the United States and the United Kingdom.

 

11. Confidentiality Provisions.

 

(a) Definition of Confidential Information. As used herein, “Confidential Information” means all information of a confidential or proprietary nature regarding the Company, its business or properties that the Company has furnished or furnishes to Executive, whether before or after the date of this Agreement, or is or becomes available to Executive by virtue of Executive’s employment with the Company, whether tangible or intangible, and in whatever form or medium provided, as well as all such information generated by Executive that, in each case, has not been published or disclosed to, and is not otherwise known to, the public. Confidential Information includes any of the following information held or used by or relating to the Company or its Affiliates:

 

(i) all information that is a Trade Secret (as defined in Florida Statutes Section 688, the Uniform Trade Secrets Act);

 

(ii) all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, computer hardware, software and computer software, database technologies, systems, structures, and architectures; and

 

(iii) all information concerning the business and affairs of the Company and each of its Affiliates, including historical and current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current, and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer and prospect lists and files, current and anticipated customer requirements, price lists, market studies, contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented.

 

 

(b) Confidentiality. Employee acknowledges the confidential and proprietary nature of Confidential Information and agrees that Employee shall, except to the extent required by law or in the course of Employee’s employment hereunder: (i) keep Confidential Information confidential and deliver promptly to the Company, or immediately destroy at the Company’s option, all embodiments and copies of Confidential Information that are in Employee’s possession; (ii) not use Confidential Information for any reason or purpose; and (iii) without limiting the foregoing, not disclose Confidential Information to any person, except with the Company’s prior written consent. Notwithstanding the foregoing, this provision shall not apply to that part of Confidential Information that becomes generally available to the public other than as a result of a breach of this Section 11 by Employee. Confidential Information shall not be deemed “generally available to the public” merely because it is included or incorporated in more general information that is publicly available or because it combines features which individually may be publicly available.

 

(c) Compelled Disclosure. If Employee becomes compelled in any proceeding to make any disclosure that is prohibited by this Section 11, Employee shall, to the extent legally permissible, provide the Company with prompt notice of such compulsion so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 11. In the absence of a protective order or other remedy, Employee may disclose that portion (and only that portion) of Confidential Information that, based upon the opinion of Employee’s counsel, Employee is legally compelled to disclose; provided, however, that Employee shall use Employee’s best efforts to obtain written assurance that any person to whom any Confidential Information is so disclosed shall accord confidential treatment to such Confidential Information.

 

(d) Trade Secrets. Nothing in this Section 11 will diminish the protections and benefits under applicable law to which any Trade Secret of the Company or its Affiliates is entitled. If any information that the Company or its Affiliates asserts to be a Trade Secret under applicable law is found by a court of competent jurisdiction not to be such a Trade Secret, such information will nonetheless be considered Confidential Information for purposes of this Section 11.

 

(e) Whistleblower Exception. Employee acknowledges that Employee has been notified in accordance with the federal Defend Trade Secrets Act (18 U.S. Code § 1833(b)(1)) that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. Employee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not otherwise limit Employee’s ability to, in accordance with the requirements contained in this subsection, communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agencies to the extent such information was provided in accordance with the requirements contained in this subsection.

 

 

(f) Indemnification. Employee shall indemnify and hold the Company harmless from any loss, damage, expense, cost, or liability arising out of any unauthorized use or disclosure of Confidential Information by Employee. This paragraph (f) and all the conditions, limitations, restrictions, duties, and obligations set forth in this Section 11 relating to the use and disclosure of Confidential Information, including the duty of confidentiality, shall survive indefinitely following the Termination Date of Employee’s engagement by the Company for any reason.

 

12. Acknowledgement and Transfer of Intellectual Property to Company. Employee hereby irrevocably agrees to assign to the Company, for no additional consideration, the Employee’s entire right, title, and interest in and to any and all discoveries, developments, methods, processes, programming, formulae, ideas, concepts, supplier and customer lists (including information relating to the generation and updating thereof), concepts, ideas, specifications, data, diagrams, flow charts, techniques, and any other form of intellectual property (whether reduced to written form or otherwise and whether or not patentable or copyrightable) conceived, made, developed, created, or reduced to practice by Employee (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during Employee’s employment with the Company both before and during the Term of Employment (collectively, the “Intellectual Work Product” or “Intellectual Property”), and such Intellectual Work Product shall be the sole and exclusive property of the Company. Employee represents and warrants that all Intellectual Work Product has not been previously published and any legal protection obtained therefore, will not infringe upon the rights of any third party. Employee hereby agrees to the following:

 

(a) Assignment. Employee shall sell, assign, transfer and set over unto the Company, its successors, and assigns, any and all copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee during the Company’s usual business hours and outside such business hours, whether made, created, conceived, developed, or reduced to practice by the Employee directly or indirectly, or otherwise attributable to the Employee’s efforts under this Agreement or otherwise. Such Intellectual Property assigned by the Employee unto the Company shall be held and enjoyed by the Company, its successors, and assigns, as fully and entirely as the same would have been held and enjoyed by the Employee had Employee in fact owned such Intellectual Property, or had this transfer and assignment not been made.

 

(b) Work for Hire. Notwithstanding any other provisions of this Agreement to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto.

 

 

(c) Execution of Documents. At the expense of the Company and at the sole request of the Company, either before or after the Termination Date, the Employee shall sign any and all documents, including without limitation assignment documents, and take all other actions, including without limitation disclosing to the Company all pertinent information and data relating to the Intellectual Property, necessary to fully effectuate the Employee’s assignment to the Company under this Section 12, and to assist the Company in obtaining protection and ownership of all such assigned Intellectual Property and maintaining registrations under copyright, trade secrets, trademark, and other laws protecting proprietary or intellectual property rights in and confirming its title to, any and all such work. Employee’s assistance shall include signing all assignments of or applications for copyrights, trademarks, and other proprietary or intellectual property rights and other documents, cooperating in legal proceedings, and taking any other steps considered desirable by Company.

 

13. Reasonableness. The Company and the Employee hereby agree and acknowledge that the restrictive covenants contained in Sections 9, 10, 11, and 12 above are reasonable in their limitations, scope, time, and territory, and are necessary for the protection of the legitimate business interest of the Company, and that the restraints imposed thereby are not unduly burdensome on Employee.

 

14. Accounting for Profits. Employee covenants and agrees that if Employee violates the provisions of Sections 9, 10, 11, and 12, the Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that Employee has realized and/or may realize as a result of or in connection with any such violation. These remedies shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which the Company is or may be entitled at law, in equity, or under this Agreement.

 

15. No Defenses. The Parties also agree that the restrictive covenants in Sections 9, 10, 11, and 12 above shall be construed as agreements independent of any other provision of this Agreement. The existence of any claim or cause of action that Employee may have against Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of any of these restrictive covenants. The provisions of this Section 15 shall survive the Agreement indefinitely.

 

16. Enforcement. It is understood, agreed, and acknowledged by the Parties that no amount of money, or other remedy available at law, would adequately compensate the Company for damages, which the Parties agree and acknowledge the Company would suffer as a result of Employee’s violation of the provisions contained in Sections 9, 10, 11, and 12 above. Therefore, the Parties acknowledge and agree that the Company shall be entitled to obtain, upon application to a court of competent jurisdiction and without the need to prove actual damages to the Company or to post bond, a preliminary restraining order, and such other temporary or permanent injunctive relief as may be appropriate, to enforce against Employee the provisions of Sections 9, 10, 11, and 12, which injunctive relief shall be in addition to any other rights or remedies available to the Company. The provisions of this Section 16 shall survive the Agreement indefinitely.

 

 

17. Notice of Agreement. Employee agrees that the restrictions contained in Sections 9, 10, 11, and 12 shall apply not only to Employee, but also to any firm, person, or business, of whatever character, corporate or otherwise, by whom Employee may be employed or engaged, or with whom Employee may become associated with in any capacity, and that prior to accepting any employment or engagement by, or association with, any such firm, person, or business which provides any of the services that are of the type of Business provided by Company, Employee shall notify any such firm, person, or business of the existence and terms of the restrictive covenants contained in this Agreement, and shall furnish to such firm, person, or business, a copy of the terms of such restrictive covenants contained in this Agreement.

 

18. Entire Agreement. This Agreement contains the entire agreement between the Parties pertaining to the subject matter set forth herein and may be modified or amended only upon the unanimous, written consent of the Parties, or their respective heirs, legal representatives, successors, or permitted assigns.

 

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its choice of law principles. Company and Employee hereby: (a) irrevocably submit to the jurisdiction of any Florida court situated in or federal court situated nearest to Osceola County, Florida, in any action arising out of this Agreement, (b) agree that all claims in any such action may be decided in either such court; and (c) waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum. The Parties also agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

20. .

 

21. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, or sections contained in this Agreement, including specifically the restrictive covenants in Sections 9, 10, 11, and 12 above, shall not affect the validity or enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law and, in the event that any one or more of the words, phrases, sentences, clauses, or sections contained in this Agreement shall be declared invalid, this Agreement shall be (i) construed as if such invalid words, phrases, sentences, clauses, or sections had not been inserted or, (ii) in the case of the restrictive covenants in Sections 9, 10, 11, and 12 above, shall be reformed by such court so that such limitations, the scope or length of time, or size of territory, as applicable, be reduced to the extent required to cure such unenforceability.

 

22. Survival. Upon the termination of this Agreement, the respective rights and obligations of the Parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement. Notwithstanding anything to the contrary, Section 9, Section 10, Section 11, and Section 12 shall continue and survive the termination of Employee’s employment with the Company.

 

 

23. Notices. Notices and all other communications provided for in this Agreement must be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

 

if to the Company:

 

Humble Imports Inc

Unit 107 – 4930 Industrial Lane

Kissimmee, Florida 34758

Attn: Scott Wallace

E-mail: scowal5@gmail.com

 

if to Employee:

 

Benjamin Piggott

69 St. George Street

Duxbury, MA 02332

E-mail: Ben505@gmail.com

 

24. Definition of Affiliate. The term “Affiliate” shall mean an entity that is directly or indirectly owned, operated, or controlled by another entity.

 

25. Miscellaneous. This Agreement was the joint negotiated product of the Parties. Therefore, neither Party shall advance a position that any provision hereof should be more strictly construed against the other Party on the basis that such other Party prepared such provision. Unless otherwise provided herein, all rights, powers and privileges conferred upon the Parties by law, this Agreement or otherwise shall be cumulative. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, assigns and legal representatives. The waiver by either Party of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. No failure of any Party to exercise any power given such Party hereunder or to insist upon strict compliance by any Party with its obligations hereunder, and no custom or practice of the Parties in variance with the terms hereof shall constitute a waiver of the Parties’ right to demand exact compliance with the terms of this Agreement. This Agreement shall be construed as a contract for personal services by Employee to the Company and shall not be assignable by Employee. The Company may assign its rights hereunder to any successor entity.

 

26. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument. This Agreement may be executed by facsimile, portable document format (pdf) or other electronically or mechanically reproduced signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com) and such signature shall constitute an original signature for all purposes notwithstanding any statute or decisional Law to the contrary.

 

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

 

	“COMPANY”
	ecd autoMOTIVE design, INC.
	a Delaware corporation
	By:	/s/ Scott Wallace
	Name:	Scott Wallace
	Title:	Chief Executive Officer
	“EMPLOYEE”
	/s/ Benjamin Piggott
	Benjamin Piggott, individually

 

 

Exhibit 99.1

 

ECD Auto Design Announces CFO Transition and Board Restructure

 

Kissimmee, FL – September 18, 2024 - ECD Automotive Design, Inc. (Nasdaq: ECDA) (“ECA Auto Design” or the “Company”), an industry leader in delivering restored, modified and electrified Land Rover Defenders, Jaguars, and other classic and collectible automobiles announced today that the Company’s Chairman, Benjamin Piggott has been appointed Chief Financial Officer effective September 16, 2024, succeeding Raymond Cole who has chosen to step down for personal reasons. Ray will remain with ECD Auto Design in a consulting role on an as needed basis, through the first half of 2025 to help ensure a seamless transition.

 

“We are pleased to welcome Ben into the operations side of the business,” said Scott Wallace, CEO of ECD Auto Design. “Ben has extensive experience helping build and invest in successful businesses. Ben has been instrumental in ECD Auto Design emerging from our SPAC business combination and in the early days of being a public company, serving as the Chairman of our Board. We look forward to working even closer together in the future.”

 

Before serving as ECD Auto Design’s Chairman, Mr. Piggott was the Chairman and Chief Executive Officer of EF Hutton Acquisition Corporation I, the SPAC through which ECD Auto Design became a public company. Mr. Piggott has been a Managing Director at EF Hutton, a middle market investment bank, since its inception in June 2020. Prior to joining EF Hutton, Mr. Piggott was Head of Corporate Development at Laird Superfood, Inc. (NYSE American: LSF); Mr. Piggott also helped to successfully negotiate the sale of a minority equity stake in the company to Danone S.A. Before Laird Superfood, Mr. Piggott spent fifteen years in the investment industry, ten of which were with the Small Cap Team at Fidelity Management & Research Company, where he served as a research analyst and sector portfolio manager. Mr. Piggott also spent two years at Legg Masson Capital Management as a generalist covering small and mid-cap companies. Mr. Piggott received his Bachelor of Science in Finance from Bentley University in 2002.

 

ECD Auto Design CEO Scott Wallace concluded, “Ray has been crucial guiding ECD Auto Design to the point we are at and we are sad to see him go. We are grateful for the contribution he has made as we continue to position this company for growth.”

 

In conjunction with Mr. Piggott’s appointment as the Company’s CFO, both Mr. Piggott and Thomas Humble have resigned as members of the Company’s Board of Directors and CEO Scott Wallace was appointed the Chairman of the Company’s Board of Directors.

 

About ECD Auto Design

 

ECD Auto Design, a public company trading under the symbol ECDA on the Nasdaq Stock Market, is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD Auto Design restores Land Rovers Defenders, Land Rover Series IIA, the Range Rover Classic, the Jaguar E-Type and we have recently added the Ford Mustang. Each vehicle produced by ECD Auto Design is fully bespoke, a one-off that is designed by the client through an immersive luxury design experience and hand-built from the ground up in 2,200 hours by master-certified Automotive Service Excellence (“ASE”) craftsmen. The company was founded in 2013 by three British “gear heads’ whose passion for classic vehicles is the driving force behind exceptionally high standards for quality, custom luxury vehicles. ECD Auto Design’s global headquarters, known as the “Rover Dome,” is a 100,000-square-foot facility located in Kissimmee, Florida that is home to 90 talented craftsmen and technicians, who hold a combined 61 ASE and five master level certifications. ECD Auto Design has an affiliated logistics center in the U.K. where its seven employees work to source and transport 25-year-old work vehicles back to the U.S. for restoration. For more information, visit www.ecdautodesign.com.

 

Investor Contact:

 

Brian M. Prenoveau, CFA

MZ Group – MZ North America

ECDA@mzgroup.us

+561 489 5315

 

SOURCE: ECD Automotive Design, Inc.

 

 

v3.24.3

Cover	Sep. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 16, 2024
Entity File Number	001-41497
Entity Registrant Name	ECD AUTOMOTIVE DESIGN, INC.
Entity Central Index Key	0001922858
Entity Tax Identification Number	86-2559175
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4390 Industrial Lane
Entity Address, City or Town	Kissimmee
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34758
City Area Code	407
Local Phone Number	483-4825
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
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	ECDA
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	ECDAW
Security Exchange Name	NASDAQ

---