EX-10.7
from 10-Q
4 pages
Amendment No. 1 to Board of Directors Agreement This Amendment No. 1 (This “First Amendment”) to the Board of Directors Agreement (The “Agreement”) Is Made and Entered Into Effective as of July __, 2023 (The “Amendment Effective Date”), by and Between Hyzon Motors Inc., a Delaware Corporation With Offices Located at 475 Quaker Meeting House Road, Honeoye Falls, New York 14472 (“Company”), and Matthew Foulston, an Individual (“Director”) With His Principal Residence on File With the Company. Company and Director Are Individually Referred to as a “Party” and Collectively as the “Parties.” Whereas, the Parties Entered Into the Agreement Effective as of July 8, 2023; Whereas, the Parties Desire to Amend Certain Provisions of the Agreement. Now, Therefore, Effective as of the Amendment Effective Date, the Parties Agree as Follows: 1. All Capitalized Terms Used but Not Defined in This First Amendment Shall Have the Meaning Ascribed to Them in the Agreement. 2. Exhibit B Director’s Fees, Stock Options, Rsus and Vesting Is Hereby Deleted in Its Entirety and Replaced With the Amended Exhibit B Attached Hereto and Incorporated Herein, and All References in the Agreement to Exhibit B Shall Hereafter Mean and Refer to the Amended Exhibit B Attached Hereto. 3. Except as Expressly Amended by This First Amendment, the Agreement, Including Any Other Amendments, if Any, Shall Remain Unchanged and Shall Continue in Full Force and Effect in Every Respect. in Witness Whereof, the Parties Have Executed This First Amendment as of the Date Set Forth Below, to Be Effective as of the Amendment Effective Date. Hyzon Motors Inc. Matthew Foulston By: By: Print Name: Print Name: Title: Title: Date: Date: Docusign Envelope Id: 767a9d66-3fae-4e6e-A960-30e0f48bbfc0 7/20/2023 Matthew Foulstonparker Meeks CEO 7/20/2023
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EX-10.5
from 10-Q
4 pages
Amendment No. 1 to Board of Directors Agreement This Amendment No. 1 (This “First Amendment”) to the Board of Directors Agreement (The “Agreement”) Is Made and Entered Into Effective as of July 19, 2023 (The “Amendment Effective Date”), by and Between Hyzon Motors Inc., a Delaware Corporation With Offices Located at 475 Quaker Meeting House Road, Honeoye Falls, New York 14472 (“Company”), and Andrea Farace, an Individual (“Director”) With His Principal Residence on File With the Company. Company and Director Are Individually Referred to as a “Party” and Collectively as the “Parties.” Whereas, the Parties Entered Into the Agreement Effective as of May 4, 2023; Whereas, the Parties Desire to Amend Certain Provisions of the Agreement. Now, Therefore, Effective as of the Amendment Effective Date, the Parties Agree as Follows: 1. All Capitalized Terms Used but Not Defined in This First Amendment Shall Have the Meaning Ascribed to Them in the Agreement. 2. Exhibit B Director’s Fees, Stock Options, Rsus and Vesting Is Hereby Deleted and Replaced With the Form of the Amended Exhibit B Attached Hereto and Incorporated Herein, and All References in the Agreement to Exhibit B Shall Hereafter Mean and Refer to the Amended Exhibit B Attached Hereto. Notwithstanding the Foregoing, All References to Your Appointment to the Compensation Committee Shall Be Effective From the Date of Appointment, July 11, 2023. 3. Except as Expressly Amended by This First Amendment, the Agreement, Including Any Other Amendments, if Any, Shall Remain Unchanged and Shall Continue in Full Force and Effect in Every Respect. in Witness Whereof, the Parties Have Executed This First Amendment as of the Date Set Forth Below, to Be Effective as of the Amendment Effective Date. Hyzon Motors Inc. Andrea Farace By: By: Print Name: Print Name: Title: Title: Date: Date: Docusign Envelope Id: C04a83fa-5e55-4738-96ce-Cb03cc1525f8 Andrea Farace CEO Parker Meeks
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EX-10.2
from 10-Q
3 pages
Amendment to Employment Agreement This Amendment to the Employment Agreement Dated June 7, 2021 (The “Employment Agreement”), by and Between Parker Meeks and Hyzon Motors USA Inc. (F/K/a Hyzon Motors Inc.) (“The Company”). Capitalized Terms Herein Shall Have Their Given Meanings or the Meanings in the Employment Agreement. Recitals Whereas, the Board of Directors of the Company Ratified Mr. Meeks’ Appointment as the Company’s President and Chief Officer in December 2022, Pending Work Commissioned by the Compensation Committee on Mr. Meek’s Compensation; Whereas, the Compensation Committee of the Company Engaged a Compensation Consultant to Assist in Determining Mr. Meeks’ Compensation as President and Chief Executive Officer; Whereas, the Compensation Committee Has Determined That Mr. Meeks’ Base Salary Shall Be $600,000 Per Annum, and That His Target Bonus Eligibility Percentage Shall Be 100% of Base Salary; Whereas, the Compensation Committee Has Determined That Further Work Will Need to Be Done to Determine Mr. Meeks’ Eligibility for Additional Equity and Other Lti Forms of Compensation, and When Such Work Is Completed, the Committee Will Discuss With Mr. Meeks. Now, Therefore, the Parties Hereby Agree as Follows. Agreement 1. Mr. Meeks’ Annual Base Salary as President and Chief Executive Officer Is and Shall Be Increased to $600,000 From $570,000. His Target Bonus Eligibility Percentage Shall Be 100% of Base Salary. 2. Mr. Meeks’ New Base Salary and Target Bonus Eligibility Percentage as Provided Above Shall Be Effective as of March 9, 2023. 3. That Certain Acknowledgement Dated October 12, 2022, Providing Certain Provisional Terms and Conditions of Employment Pertaining to Mr. Meek’s Appointment as President and Interim Chief Executive Officer, Is Hereby Cancelled and Superseded. Other Than the Above Amendments, the Employment Agreement Remains in Full Force and Effect. Signature Page Follows Docusign Envelope Id: 58ce2867-6d2f-41e0-Bff6-45fb0b7ec624
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EX-10.2
from 8-K
21 pages
February 27, 2023 Dear Pat, I Am Pleased to Notify You That, Effective 2/17/23 (The “Effective Date”), You Will Assume the Title and Position of President, North America. Containing, Subject to the Consent and Ratification by the Board of Directors (The “Board”). Capitalized Terms in This Letter Agreement Shall Have Their Given Meanings or the Meanings in Your Employment Agreement Dated 2/17/23 (“Employment Agreement”) Which Is Hereby Incorporated by Reference. the Purpose of This Letter Agreement Is To: (I) Summarize the Key Changes to Your Employment Agreement, and (II) Confirm Your Understanding and Acceptance of Your New Role. New Role: President, North America Position and Duties Your Title as Described in Section 3 of Your Employment Agreement Will Be President, North America, Reporting to the Company’s Chief Operating Officer. Your Duties Will Be as Prescribed by the Chief Operating Officer. Base Salary Your Base Salary as Contained in Section 5(a) of Your Employment Agreement Shall Be Increased to $380,000 Per Annum, Effective 2/17/23. Target Bonus You Will Be Eligible for an Annual Target Bonus of 80% Under Section 5(b) of the Employment Agreement. Except as Provided Herein, the Terms of Your Employment Agreement Remain in Full Force and Effect. No Provision of This Letter Agreement May Be Modified, Altered, or Amended, Except by Collective Agreement Between Hyzon and You in Writing Approved by the CEO. Sincerely, Parker Meeks President and Interim Chief Executive Officer Kindly Acknowledge Your Acceptance and Agreement of the Foregoing Provisions. Employee Signature: Date: Docusign Envelope Id: 99096300-237e-4fd5-8856-7ba285bca2d4 3/3/2023
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