Exhibit 10.22
Bitcoin Depot
3343 Peachtree Rd NE Suite 750
Atlanta, GA, 30305
678-435-9604
Bitcoindepot.com
March 3, 2025 David M. Gray
m
Dear David:
On behalf of Bitcoin Depot Operating, LLC d/b/a Bitcoin Depot (“Bitcoin Depot”) it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as Chief Financial Officer contingent on the successful completion of a employment verification, background check, credit check,motor vehicle report and pre-employment drug screen. We are excited about you joining Bitcoin Depot.
If you accept this offer, you will report to the COO. The starting salary offered for this position is
$300,000 annually, less applicable taxes and deductions, payable in accordance with our standard payroll process. Your tentative start date will be March 31, 2025 remotely. You will be eligible for a discretionary annual bonus of up to $100,000 of your base salary based on the overall performance of Bitcoin Depot as a company and personal KPIs as established by you and the the CEO (or your then-current supervisor). This bonus is based solely upon your base salary and not any additional payments or reimbursements made to you.
You will also be eligible for a prospective award of Restricted Stock Units (“RSUs”). Subject to approval by the Board of Directors and your execution of all required documentation (as provided by Bitcoin Depot), you will be eligible for an award of RSUs equal to 200,000. If the applicable conditions are met, the RSUs will be awarded in accordance with standard company policy.
This offer is not to be considered a contract guaranteeing employment for any specific duration and your employment, at all times, will remain at-will. As an at-will employee, both you and Bitcoin Depot have the right to terminate your employment at any time with or without cause. If you do not pass the employment verification, background check, credit check,motor vehicle report and pre-employment drug screen, this offer of employment will be rescinded. Further, your offer of employment is conditioned on you executing Bitcoin Depot’s Employment Covenants Agreement (as provided by Bitcoin Depot) and successfully completing all onboarding requirements.
You will also be eligible to receive certain benefits via Bitcoin Depot’s standard benefits program. Bitcoin Depot’s benefits package includes paid holidays, determined annually by Bitcoin Depot, paid-time-off and health benefits, subject to certain restrictions described in our employee handbook and in the benefit plan documents. You are eligible to accrue vacation time determined at 4.62 hours per pay period. This is equivalent to 15 days on an annual basis.