OTHER INFORMATION
−Removed: Adoption of Executive Severance Plan
−Removed: On May 4, 2023, at the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors, the Board of Directors of the Company adopted and approved the Hyliion Holdings Corp.
−Removed: Executive Severance Plan (the “Severance Plan”) for eligible executives of the Company.
−Removed: The purpose of the Severance Plan is to attract and retain qualified executives by providing participants in the Severance Plan with an opportunity to receive severance benefits in the event of certain qualifying separations from employment with the Company.
−Removed: The new Severance Plan was the result of the Committee’s periodic review of the Company’s executive compensation and severance arrangements and benchmarking those practices to ensure the competitiveness of the Company in attracting and retaining executive talent.
−Removed: The Severance Plan provides for severance benefits that are generally consistent with the severance benefits currently maintained in the forms of employment agreement entered into between the named executive officers and the Company.
−Removed: Generally, the Severance Plan provides that upon the separation from employment of a Severance Plan participant, other than for “Cause” (as defined in the Severance Plan) or due to death, disability or retirement, an executive will be eligible to receive:
−Removed: (i) monthly payments of salary continuation, equal to 1/12 th of the Participant’s gross annual base salary in effect on the date of the qualifying termination, for twelve months (or such other period as the Committee may set for a participant);
−Removed: (ii) reimbursement for the cost of health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for up to twelve months (or such other period as the Committee may set for a participant);
−Removed: (iii) immediate vesting for unvested equity awards (other than performance-based awards) granted to the participant more than one year prior to the date of separation;
−Removed: (iv) the continued ability to exercise unvested stock options for up to three years (or the earlier expiration of the option);
−Removed: and (v) vesting of performance-based equity awards based on actual performance with payment prorated for the number of full and partial months the participant was employed by the company during the performance periods applicable to any such awards.
−Removed: The Severance Plan also preserves the existing vesting treatment provided for in the form of employment agreement for named executive officers upon death.
−Removed: To receive benefits under the Severance Plan, participants who experience a qualifying termination must deliver and not subsequently revoke an executed release agreement for the benefit of the Company and its related parties, and must comply with certain restrictive covenants and obligations to the Company.
−Removed: The Company anticipates that each of Messrs.
−Removed: Panzer, Gallagher, and Oxholm and Ms.
−Removed: Lantz will participate in the Severance Plan, and in connection with their participation will agree to terminate their existing employment agreements with the Company.
−Removed: Each of these executives, if they participate, would be eligible for twelve months of salary continuation and up to twelve months of COBRA continuation coverage as described above.
−Removed: The above description is a summary of the terms of the Severance Plan and is qualified in its entirety by the full text of the Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
−Removed: Adoption of Form of Change in Control Agreement
−Removed: Also on May 4, 2023, at the recommendation of the Committee, the Board of Directors of the Company adopted and approved a Form of Change in Control Agreement (the “CIC Agreement”) to be entered into with each of the Company’s named executive officers (including Mr.
−Removed: The new CIC Agreement was also the result of the Committee’s review of executive severance practices, as described above.
−Removed: The CIC Agreement provides a standardized approach and benefits in the event that a CIC Agreement participant is separated from the Company under certain circumstances following a “Change in Control” (as that term is defined in the CIC Agreement).
−Removed: To receive the enhanced severance benefits provided under the CIC Agreement, the Company must experience a Change in Control and the executive must subsequently be separated by the Company other than for “Cause”, death or “Disability”, or must resign for “Good Reason” (each as defined in the CIC Agreement), within twelve months of the Change in Control.
−Removed: This is commonly known as a “double trigger” change in control arrangement.
−Removed: If a CIC Agreement participant is separated from the Company and qualifies for enhanced severance benefits under the CIC Agreement, the individual will be eligible to receive:
−Removed: (i) in the case of a CIC Agreement participant that is a named executive officer, a lump sum payment equal to two times (or in the case of other individuals identified by the Committee to participate in the CIC Agreement, two, one or one-half times) the sum of (a) the CIC Agreement participant’s base salary and (b) the CIC Agreement participant’s target annual bonus (using the greater of the annual bonus for the year in which the Change in Control occurs or the year in which the separation occurs);
−Removed: (ii) coverage for the cost of health benefits coverage continuation under COBRA for up to 12 months (or in the case of the CEO, up to 18 months);
−Removed: (iii) immediate vesting of unvested equity awards (other than performance-based awards);
−Removed: and (iv) vesting of performance-based equity awards based on actual performance with payment prorated for the number of full and partial months the participant was employed by the company during the performance periods applicable to any such awards.
−Removed: To receive benefits under the CIC Agreement, a CIC Agreement participant who experiences a qualifying separation must deliver and not subsequently revoke an executed release agreement for the benefit of the Company and its related parties, and must comply with certain restrictive covenants and obligations to the Company.
−Removed: Named executive officers, other than Mr.
−Removed: Healy, who choose to enter into the CIC Agreement with the Company will be required, as a condition to entering the agreement, to terminate their existing employment agreements with the Company.
−Removed: The Company anticipates that each of its named executive officers, including Mr.
−Removed: Healy, will enter into the CIC Agreement.
−Removed: Healy will retain his existing form of employment agreement, which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as it contains additional terms and conditions to other matters including intellectual property ownership.
−Removed: The above description is a summary of the terms of the CIC Agreement and is qualified in its entirety by the full text of the CIC Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Number Description
10.1 Hyliion Holdings Corp.
−Removed: Executive Severance Plan
−Removed: 10.2* Form of Change in Control Agreement
+Added: Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No.
+Added: 001-38823) filed with the SEC on May 9, 2023).
+Added: 10.2 Form of Change in Control Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No.
+Added: 001-38823) filed with the SEC on May 9, 2023).
31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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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 thereunto duly authorized.
−Removed: May 9, 2023 HYLIION HOLDINGS CORP.
+Added: August 8, 2023 HYLIION HOLDINGS CORP.
/s/ Thomas Healy
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
(Principal Executive Officer)
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.