Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2021, Lordstown Motors Corp.
(the “Company”) announced that the Board of Directors of the Company appointed Adam Kroll as Executive Vice President
and Chief Financial Officer (“CFO”) of the Company effective October 25, 2021 (the “Effective Date”). Upon
the Effective Date, Mr. Kroll will serve as the Company’s principal financial officer and principal accounting officer, and
Rebecca Roof, the Company’s Interim Chief Financial Officer, will cease serving in such roles, but will
remain with the Company in a transition role until December 31, 2021.
Mr. Kroll, age 46, most recently served as the
Chief Administrative Officer of Hyzon Motors Inc. from March through July of 2021. From October 2020 through January 2021, Mr. Kroll
was the interim Chief Financial Officer of UPG Enterprises, a family office. Prior to his tenure at UPG, Mr. Kroll spent five years at
PSAV Holdings, a global event technology services provider, where he served in roles of increasing responsibility, including
Treasurer, Head of Corporate Development and Senior Vice President - Finance. Prior to his time at PSAV Holdings, Mr. Kroll served as
an investment banker at JP Morgan and elsewhere focusing on the automotive industry where, during his tenure, he advised companies on
capital markets, loan and M&A transactions. Mr. Kroll earned his MBA, with honors, from the University of Chicago Graduate
School of Business, and his bachelor's degree in accounting from the University of Wisconsin.
On October 13, 2021, Mr. Kroll and the Company
entered into an employment agreement (the “Employment Agreement”) pursuant to which Mr. Kroll will receive an annual salary
of $450,000 and an annual bonus with a target equal to 80% of his annual salary, based on Company and individual performance and subject
to the discretion of the Board of Directors or an appropriate committee thereof. For the fiscal year ending December 31, 2021, Mr. Kroll
will be entitled to receive an annual bonus that is equal to no less than Mr. Kroll’s annual target bonus, prorated based upon the
number of days from October 25, 2021 through December 31, 2021, subject to his continued employment.
Under Mr. Kroll’s Employment Agreement,
if his employment is terminated by the Company without “cause” or by Mr. Kroll’s resignation for “good reason,”
Mr. Kroll is entitled to receive, subject to his execution and non-revocation of a general release and separation agreement, an amount
equal to eight months of base salary plus $25,000, payable in installments over 12 months following such termination or resignation, as
well as accelerated vesting of all outstanding and unvested equity awards. In addition, if Mr. Kroll’s employment is terminated
for any reason other than by the Company with “cause” or Mr. Kroll’s resignation without “good reason,”
Mr. Kroll is entitled to receive any actual bonus earned but unpaid as of the date of termination and a prorated target bonus for the
year of termination. Pursuant to his employment agreement, Mr. Kroll is also subject to certain restrictive covenants, including (i) perpetual
confidentiality and non-disparagement covenants, (ii) an assignment of inventions covenant and (iii) non-competition and customer and
employee non-solicitation covenants during and for the two-year period following any termination of employment.
On the date of the Employment Agreement, Mr.
Kroll will receive an award of 200,000 stock options with an exercise price equal to the closing price on the business day
immediately preceding the date of the Employment Agreement and 250,000 restricted stock units, in each case granted under the
Company’s 2020 Equity Incentive Plan, which will vest over three years on each of the first, second and third anniversary of
the grant date, subject to Mr. Kroll’s continued employment through each vesting date.
The foregoing description does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed hereto
as Exhibit 10.1 and is incorporated herein by reference.
A copy of the press release the Company issued
regarding the appointment of Mr. Kroll as Chief Financial Officer is attached hereto as Exhibit 99.1.