| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Douglas Campbell as Chief Executive Officer and Director
On November 28, 2022, Douglas Campbell provided
notice to Solid Power, Inc. (the “Company”) that he has decided to retire from his role as Chief Executive Officer
of the Company (the “CEO”) and as a member of the Board of Directors (the “Board”), effective as
of November 29, 2022. Mr. Campbell’s resignation was not the result of any disagreement on matters relating to the Company’s
operations, policies, or practices. The Company has reduced the size of its Board to eight members and the total number of Class I
directors to two members.
Appointment of David Jansen as Interim Chief Executive Officer
On November 29, 2022, the Company announced
that David Jansen, the Company’s Chair and President, has been appointed Interim CEO, effective immediately. Mr. Jansen will
continue to serve as Chair of the Board and President.
In connection with Mr. Jansen’s appointment
as Interim CEO, the Company and Mr. Jansen entered into an amendment to his Letter Agreement dated August 5, 2021, amending
and restating his Participation Agreement under the Company’s Executive Change in Control and Severance Plan and agreeing to a new
Restrictive Covenant Agreement (the “Interim CEO Agreement”). Pursuant to the Interim CEO Agreement, Mr. Jansen
will receive an annual base salary of $432,000, and his annual bonus opportunity will be determined based on his aggregate annual base
salary for the applicable fiscal year. Mr. Jansen is also eligible to receive a transition award in the gross amount of $300,000,
50% of which will be paid in a lump sum in cash and 50% will be paid in fully-vested shares of the Company’s common stock if Mr. Jansen
remains employed through the date a permanent successor to Mr. Campbell is appointed as the Company’s chief executive officer
(the “Successor CEO”) and Mr. Jansen assists in the transition of the Successor CEO for a period of three months.
The transition award will also vest if Mr. Jansen remains employed (subject to the same termination protections set forth in his
amended and restated Participation Agreement) through the first anniversary of his appointment as Interim CEO and no permanent chief executive
officer has been appointed as of such time. Pursuant to the new Restrictive Covenant Agreement, Mr. Jansen agreed to reasonable and
customary restrictive covenants, including restrictions relating to non-competition and non-solicitation of customers and employees for
a period of 24 months following the termination of his employment from the Company for any reason.
The foregoing description of the Interim CEO Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
Mr. Jansen, age 60, has served as the Company’s
President since February 2017 and as a member of the Board since March 2014 and was an advisor to the Company since its inception.
He has held various leadership roles, having previously served as a Managing Partner of Murphree Colorado, a small business venture capital
fund, from 2002 to 2010. From 2005 to 2009, he served as the President and Chief Executive Officer of Advanced Distributed Sensor Systems,
which developed and manufactured remote sensors for intelligence, surveillance and reconnaissance applications. He has also served on
a variety of boards and has been involved with helping startups from formation to exit. Mr. Jansen has a B.S. in Electrical Engineering
from the University of Arizona.
There is no arrangement or understanding with any
person pursuant to which Mr. Jansen was appointed as Interim CEO. There are no family relationships between Mr. Jansen and any
director or executive officer of the Company, and Mr. Jansen is not a party to any transaction requiring disclosure under Item 404(a) of
Regulation S-K.
Adoption of Retention Agreements
On November 29, 2022, the Company announced
the adoption of retention agreements (the “Retention Agreements”) in respect of designated employees to assist the
Company with the retention of talent as it continues to execute on its long-term strategic plan and undergoes the aforementioned executive
officer transitions. Pursuant to the Retention Agreements, Joshua Buettner-Garrett, Chief Technology Officer, Derek Johnson, Chief Operating
Officer, James Liebscher, Chief Legal Officer and Secretary, and Kevin Paprzycki, Chief Financial Officer and Treasurer, each are eligible
to receive a retention bonus in a gross cash amount equal to one times’ the employee’s annual base salary (the “Retention
Bonus”), subject to any and all required tax withholdings. The Retention Bonus will vest 100% on the first anniversary of the
appointment of the Successor CEO, subject to the employee’s continuous employment with the Company. Vesting of the Retention Bonus
may accelerate in accordance with certain qualifying termination scenarios.
The foregoing description of the Retention Agreements
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Retention Agreement,
which is filed as Exhibit 10.2 hereto and incorporated herein by reference.