EMPLOYMENT OFFER AGREEMENT
Vice President, Space Operations Starfighters Space Inc.
This Employment Offer Agreement ("Agreement") is made as of April 27, 2026, by and between:
Starfighters Space Inc., a Delaware corporation (the "Company"), and Jose Arias, an individual residing in Florida (the "Executive").
1. Position and Duties
The Company hereby employs Executive as Vice President (VP), Space Operations.
Executive shall:
• Lead all spaceflight operations, mission execution, and integration activities
• Oversee production, testing, and operational readiness of aerospace systems
• Direct cross-functional coordination across engineering, manufacturing, quality, and flight operations
• Develop and execute operational strategies aligned with Company objectives
• Report directly to the Chief Executive Officer (CEO) and participate in senior leadership decisions
Executive agrees to devote full business time and best efforts to Company business.
2. Start Date
Employment shall commence on May 11, 2026
3. Compensation
3.1 Base Salary
Executive shall receive an annual base salary of $190,000 USD, payable in accordance with Company payroll practices.
3.2 Sign-On Bonus
Executive shall receive a one-time sign-on bonus of $20,000 USD, payable within 30 days of the Start Date. If Executive voluntarily resigns within 12 months, the bonus must be repaid in full.
3.3 Annual Bonus
Executive shall be eligible for an annual performance bonus of up to 25% of base salary, based on Company and individual performance.
3.4 Equity Compensation
Subject to Board approval, Executive shall be granted:
• 150,000 stock options under the Company's equity incentive plan
• Exercise price equal to fair market value on the grant date
• Vesting Schedule:
o 25% vest after 12 months (1-year cliff)
o Remaining 75% vest monthly over the following 24 months
• Standard terms governed by a separate Stock Option Agreement
4. Benefits
Executive shall be eligible for all standard and executive-level Company benefits, including:
• Health, dental, and vision insurance
• Retirement plans (if offered)
• Paid time off and holidays
5. At-Will Employment
Employment is at-will under Florida law.
6. Severance
If Executive is terminated without Cause, Executive shall receive:
• 3 months of base salary continuation ($45,000 USD total)
• Company-paid health benefits during the severance period
7. Change in Control
7.1 Definition
"Change in Control" includes:
• Sale of substantially all Company assets
• Merger or acquisition resulting in change of majority ownership
• Change in Board control
7.2 Double-Trigger Acceleration
If:
1. A Change in Control occurs, and
2. Executive is terminated without Cause or resigns for Good Reason within 12 months,
then:
• 100% of unvested stock options shall immediately vest
• Executive shall receive:
o 3 months of base salary ($45,000 USD)
o Target bonus (pro-rated if applicable)
7.3 Good Reason
Includes:
• Material reduction in compensation or authority
• Relocation requirement beyond 50 miles
• Material breach of this Agreement
8. Confidentiality and Intellectual Property
Executive agrees to:
• Maintain confidentiality of Company information
• Assign all inventions and work product to the Company
9. Non-Competition and Non-Solicitation
Pursuant to Florida Statutes §542.335, Executive agrees:
• Non-Compete: 12 months post-employment in aerospace/space operations
• Non-Solicitation: 12 months for employees, customers, and partners
10. Compliance with Laws
Executive shall comply with all applicable laws, including:
• ITAR
• FAA and spaceflight regulations
• Export control laws
11. Indemnification
The Company shall indemnify Executive to the fullest extent permitted by applicable law.
12. Governing Law
This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties.
14. Acceptance
IN WITNESS WHEREOF:
Starfighters Space Inc. By: /s/ Tim Franta Name: Tim Franta Title: CEO
Executive Jose Arias Signature: /s/ Jose Arias