Hyzon Motors Inc. appointed Craig Knight as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Upon the consummation of the Transactions, and in accordance with the terms of the Business Combination Agreement, each executive officer of DCRB ceased serving in such capacity; Dr. Jennifer Aaker, Jane Kearns, Pierre Lapeyre, Jr., David Leuschen, Robert Tichio, Jim McDermott, Jeffrey Tepper and Michael Warrent ceased serving on DCRB's board of directors.

Dennis Edwards, Mark Gordon and Elaine Wong were appointed as Class I directors of the Company to serve until the next annual meeting of stockholders, Ivy Brown, Viktor Meng and Ki Deok (KD) Park were appointed as Class II directors of the Company to serve until the second annual meeting of stockholders, and Erik Anderson, George Gu and Craig Knight were appoint was Class III directors of the Company, to serve until the third annual meeting of stockholders, in each cash, until their successors are duly elected and qualified.


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Upon the consummation of the Transactions, the Company established three board committees: audit committee, compensation committee and nominating and corporate governance committee. Mr. Park and Mses. Brown and Wong were appointed to serve on the Company's audit committee, with Ms. Brown serving as the chair and Mr. Park qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Messrs. Anderson, Edwards and Meng were appointed to serve on the Company's compensation committee, with Mr. Anderson serving as the chair. Messrs. Edward and Meng and Ms. Wong were appointed to serve on the Company's nominating and corporate governance committee, with Ms. Wong serving as the chair.

Additionally, upon consummation of the Transactions, Craig Knight was appointed as the Company's Chief Executive Officer; George Gu was appointed as the Company's Executive Chairman; Mark Gordon was appointed as the Company's Chief Financial Officer; Adam Kroll was appointed as the Company's Chief Administrative Officer; Gary Robb was appointed as Chief Technology Officer; Parker Meeks was appointed as Chief Strategy Officer; John Zavoli was appointed as General Counsel, Chief Legal Officer and Secretary; and Max Holthausen was appointed as Managing Director of Hyzon Europe.

Reference is made to the disclosure described in the Proxy in the section titled "Management After the Business Combination" beginning on page 202 for biographical information about each of the directors and officers following the Transactions, which is incorporated herein by reference.

Hyzon Motors Inc. 2021 Incentive Award Plan 

As described above, at the Special Meeting, the DCRB stockholders considered and approved the 2021 Plan. The board of DCRB previously approved the 2021 Plan on June 21, 2021, subject to stockholder approval. The 2021 Plan became effective immediately upon the Closing.

The 2021 Plan permits the Company to deliver up to 23,226,543 shares of Class A Common Stock pursuant to awards issued under the 2021 Plan. The number of shares of Class A Common Stock reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, beginning in 2022 and ending in 2031, in an amount equal to the lesser of (A) three percent of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board or the compensation committee of the Board.

A more complete summary of the terms of the 2021 Plan is set forth in the Proxy, in the section titled "The 2021 Plan Proposal". That summary and the foregoing description of the 2021 Plan are qualified in their entirety by reference to the text of the 2021 Plan, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

Employment Agreements 

In connection with the Business Combination, Hyzon entered into new employment agreements with Craig Knight, Hyzon's Chief Executive Officer, and George Gu, Hyzon's Executive Chairman on July 9, 2021. The employment agreement with Mr. Knight provides a base salary of $450,000, and an annual target bonus opportunity of up to 70% of base salary. The employment agreement with Mr. Gu provides for a base salary of $475,000, and an annual target bonus opportunity of up to 70% of base salary.

Messrs. Knight and Gu are also each eligible to receive a one-time grant under the 2021 Plan of 3% of the fully diluted outstanding shares of Hyzon Class A common stock immediately following the Closing.

The executives will be entitled to participate in Hyzon employee health/welfare and retirement benefit plans and programs as are made available to senior executives or employees generally.

Upon a termination for any reason, each executive is entitled to receive any earned, but unpaid base salary, any accrued and unused vacation and any owed reimbursements pursuant to the employment agreement. Upon a termination of employment by Hyzon without "Cause" or by the executive for "Good Reason" (as those terms are defined in the employment agreements) within 12 months after, or three months prior to, a "Change in Control" (as defined in the employment agreements), each executive will also receive (i) a lump sum payment equal to 24 months' base salary, (ii) a pro-rata bonus for the year of termination, and (iii) reimbursement for continued medical benefits for up to 24 months. Additionally, outstanding equity awards under the 2021 Plan will fully vest. Upon a


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termination of employment by Hyzon without Cause or by the executive for Good Reason that is not within 12 months after, and not three months prior to, a Change in Control, each executive will receive (i) a lump sum payment equal to 12 months' base salary, (ii) a pro rata bonus for the year of termination, and (iii) reimbursement for continued medical benefits for up to 12 months. Additionally, outstanding equity awards under the 2021 Plan will vest on an accelerated basis for 12 months.

Severance and termination benefits payable pursuant to the employment agreements generally are subject to the executive's execution of a release of claims.

The foregoing description of the employment agreements with each of Messrs. Knight and Gu does not purport to be complete and is qualified in its entirety by the terms and conditions of the employment agreements, which are attached hereto as Exhibit 10.7 and Exhibit 10.8, respectively, and incorporated herein by reference.