Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2023

EVgo Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39572		85-2326098
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

11835 West Olympic Boulevard, Suite 900E

Los Angeles, California

90064

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (877) 494-3833

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Class A common stock, $0.0001 par value	EVGO	Nasdaq Global Select Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	EVGOW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 2, 2023, EVgo Inc. (“EVgo” or the “Company”) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) solely due to a vacancy on the Audit Committee resulting from the leadership transition described in Item 5.02 of this Current Report on Form 8-K. The Company is evaluating the membership of its Audit Committee and intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) prior to the expiration of the applicable cure period granted under Nasdaq Listing Rule 5605(c)(4)(B).

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

On August 2, 2023, the Company announced that on August 1, 2023, Ms. Catherine Zoi notified the board of directors (the “Board”) of the Company of her decision to cease serving as Chief Executive Officer of the Company and as a member of the Board, effective on or about November 9, 2023 (the “Effective Date”). Ms. Zoi’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including the Company’s accounting principles and practices and internal controls. Ms. Zoi will continue to be a full-time employee as a strategic advisor following the Effective Date through December 31, 2023 (the “Transition Period” ending on the “Separation Date”) in order to facilitate an orderly transition in the Company’s leadership structure.

On August 1, 2023, Ms. Zoi entered into a transition agreement with the Company and certain of its affiliates (the “Transition Agreement”) that sets forth the terms of her transition and separation. During the Transition Period, Ms. Zoi will provide the transition services set forth on a schedule to her Transition Agreement and continue to receive her compensation and benefits in accordance with the terms as then in effect.

Under the Transition Agreement, on the Separation Date, and subject to Ms. Zoi (i) executing and not revoking the general release of claims attached to the Transition Agreement, (ii) complying with the terms of the Transition Agreement, including remaining in continuous service throughout the Transition Period, and (iii) continuing to comply with Sections 7 through 23 of the employment agreement by and between the Company, one of the Company’s affiliates and Ms. Zoi dated January 15, 2020, Ms. Zoi will be entitled to receive the following benefits: (a) Ms. Zoi’s unvested incentive units in EVgo Management Holdings, LLC (“Management Holdings”), an affiliate of the Company, that vest solely based on “Time Vesting” (as described in the Transition Agreement) will vest on January 16, 2024, (b) Ms. Zoi shall be deemed to have remained in continuous employment with the Company or its affiliates through April 30, 2024, for purposes of vesting, settlement, and exercisability of her outstanding Company restricted stock units (“RSUs”) and Company stock options, (c) Ms. Zoi’s unvested incentive units in Management Holdings that vest based on “Sale Vesting” (as described in the Transition Agreement) will remain eligible to vest upon the consummation of a Sale of the Company (as defined in the Transition Agreement) for a period of six months following the Separation Date and (d) all of Ms. Zoi’s vested incentive units and Class B common units in Management Holdings and its affiliates will remain subject to the repurchase provisions contained in their respective agreements, except that these units may not be repurchased with a promissory note. In addition, Ms. Zoi will be eligible to receive an amount of her 2023 cash bonus (as determined by the Board in accordance with the method and manner in which the Board determines 2023 cash bonuses for the Company’s other senior executives), which will be paid at the same time that annual bonuses are generally payable to the Company’s other senior executives.

The description of the Transition Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Transition Agreement filed herewith as Exhibit 10.1.

On August 2, 2023, the Company also announced that on August 1, 2023, the Board appointed Mr. Badar Khan as its Chief Executive Officer, effective as of the Start Date (as defined below).

Mr. Khan, age 52, has served on the Board since May 2022. Since November 2022, he has served as a Senior Advisor with Global Infrastructure Partners, a leading independent infrastructure fund manager. Previously, from April 2017 to June 2022, he held several roles with National Grid, a multinational electricity and gas utility company, including President at National Grid US from November 2019 to June 2022, during which he led the company’s core U.S. business operations, including the provision of electricity, natural gas and clean energy solutions to over 20 million people across Massachusetts, New York and Rhode Island. From April 2017 to November 2019, he was the President of National Grid Ventures, a global portfolio of large-scale competitive energy projects — including electricity interconnectors, onshore wind and solar generation, competitive electricity transmission, and LNG storage — and oversaw the creation of National Grid Partners, the company’s venture capital and innovation arm. Mr. Khan previously worked at Centrica plc, a multinational energy and services company, for 14 years in the UK and U.S., including from 2013 to 2017 as Chief Executive Officer of Direct Energy, the North American subsidiary that provides electricity, natural gas and home services. Prior to that, he was an officer of a start-up private retail energy company in the U.S. and also worked in management consulting with Deloitte Consulting. Mr. Khan has served on the board of directors of CRH plc, a manufacturer and supplier of building materials, since October 2021. He has a degree in engineering from Brunel University in London and an MBA from the Wharton School of the University of Pennsylvania.

On August 1, 2023, Mr. Khan entered into an employment agreement with EVgo Services LLC, an affiliate of the Company (the “Employment Agreement”) pursuant to which Mr. Khan will serve as Chief Executive Officer beginning immediately following the Effective Date (such date, the “Start Date”), and will terminate on the earliest to occur of Mr. Khan’s (i) resignation with or without “good reason,” (ii) death or “disability” or (iii) termination at any time (with or without “cause”), as such terms are defined in the Employment Agreement. Under the Employment Agreement, Mr. Khan will receive an annual base salary of $550,000 (with such amount for 2023 prorated for the period of time in which he is employed during 2023) and will be eligible for a target annual bonus based on a target bonus opportunity of 100% of Mr. Khan’s annual base salary (up to a maximum of 150% of Mr. Khan’s annual base salary) (with such amounts for 2023 prorated for the period of time he is employed during 2023), and as may be otherwise approved or changed by the Board) based upon Mr. Khan’s performance and the achievement of certain objectives of EVgo Services LLC as determined by the Board.

As soon as reasonably practicable following the Start Date, Mr. Khan will also receive a one-time equity grant under the Company’s 2021 Long Term Incentive Plan (the “LTIP”) with a value of $6,000,000 on the grant date, with the number of shares based on the volume-weighted average price per share of Stock (as defined in the LTIP) for the twenty consecutive trading days preceding August 1, 2023 (such price, the “20-Day VWAP”), with such number rounded to the nearest whole unit. 50% of the one-time equity grant will be in the form of time-based RSUs subject to a three-year vesting schedule, with one-third vesting on each of the first three anniversaries of the grant date, subject to Mr. Khan’s continued employment through each vesting date. The remaining 50% of the one-time equity grant will be in the form of performance-based restricted stock units (“PSUs”). The PSUs are divided into three equal tranches. Each tranche is subject to both a time condition and a performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to the Company achieving a target share price (tranche one is $6 per share, tranche two is $8 per share and tranche three is $10 per share, in each case calculated on a twenty-day volume-weighted average price per share of Stock at any time during the performance period by no later than the fifth anniversary of the grant date, and in each case subject to Mr. Khan’s continued employment through the satisfaction of both the time condition and the performance condition, respectively).

As soon as reasonably practicable following the Start Date, Mr. Khan will also receive an additional equity grant (which will consist 60% of RSUs and 40% of Company stock options) under the LTIP with terms consistent with awards to the Company’s other senior executives. The additional equity grant will have a value of $4,000,000 (with such value prorated for the period of time in which Mr. Khan is expected to be employed during 2023), with (i) the number of shares underlying the RSUs based on the 20-Day VWAP, (ii) the strike price of the Company stock options based on the greater of the 20-Day volume-weighted average price preceding the grant date and the closing price of the Stock on the grant date, and (iii) the number of shares underlying the Company stock option being based on the Black Scholes value on the grant date.

Additionally, Mr. Khan will be eligible to participate in all employee benefit programs for which the Company’s senior executive employees are generally eligible during the term of his employment.

In connection with his commencing employment as Chief Executive Officer, Mr. Khan is expected to enter into a participation agreement under the Company’s Executive Change in Control and Severance Plan, adopted in March 2023 (the “Change in Control Plan”). Pursuant to the Change in Control Plan, in the event that, within the period beginning on the date that is three months prior to a “change in control” and ending on the date that his twelve months following such change in control, Mr. Khan’s employment is terminated either by Mr. Khan for “good reason,” or by EVgo Services LLC other than for “cause,” death or “disability” (as such terms are defined in the Change in Control Plan), Mr. Khan is expected to be eligible to receive the following benefits, provided he timely signs and does not revoke a separation agreement and release of claims in the Company’s favor and otherwise complies with the terms of the Change in Control Plan: (i) cash severance payments equal to 200% of the sum of his base salary and target bonus, (ii) full acceleration of time-based Company equity awards, and pro rata acceleration of performance-based Company equity awards based on target performance and (iii) payment of the employer-portion of the premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for continued medical coverage for up to 18 months for Mr. Khan and his eligible dependents. If any of the amounts provided for under the Change in Control Plan or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and could be subject to the related excise tax, Mr. Khan would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.

Under the Employment Agreement, if Mr. Khan’s employment is terminated without cause or he resigns for good reason, then, subject to him signing and delivering a release of claims in the form attached to the Employment Agreement (the “Release”) and satisfying the other terms and conditions set forth in the Employment Agreement, Mr. Khan will be entitled to receive the following severance benefits: (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 18 months following such termination of employment in accordance with regular payroll practices, (ii) an amount equal to his target annual bonus for the year of termination prorated based on the number of full months he was employed during the year of termination and (iii) payment of the employer-portion of COBRA premiums for continued medical coverage for Mr. Khan and his eligible dependents for 12 months, or if such benefit cannot be provided without violating applicable law, a lump sum payment equal to the aggregate amount of such premium payments. Mr. Khan will not be entitled to receive the benefits in this paragraph if he is eligible to receive the benefits under the Change in Control Plan.

In addition, if prior to the Start Date, (i) the Board determines that Mr. Khan has engaged in any activity that would constitute cause or that could otherwise bring financial or reputational harm or damage to Mr. Khan or EVgo Services LLC, the Employment Agreement shall be void, and there will be no further obligations to Mr. Khan under the Employment Agreement (except as provided below), and (ii) the Board determines that it is not in the best interests of the Company for Mr. Khan to commence employment other than for a reason enumerated in subclause (i) of this sentence or due to Mr. Khan’s death or disability, then, subject to Mr. Khan timely executing the Release, Mr. Khan will receive an amount equal to 100% of the sum of his annual base salary and annual target bonus, payable in regular installments for 12 months following the date of the Board determination, provided Mr. Khan shall continue to be bound by the non-solicitation and confidential information and work product restrictions in the Employment Agreement, and summarized in the next paragraph.

The Employment Agreement prohibits Mr. Khan from competing with the Company or its affiliates during the term of his employment and continuing for a period of 12 months following any termination of employment or soliciting any customers or employees during the term of his employment and continuing for a period of eighteen months following any termination of employment. Under the Employment Agreement, Mr. Khan also agrees not to disclose any confidential information regarding the Company or its affiliates at any time and that all work product developed by him during the term of his employment, the intellectual property of the Company or its affiliates.

The description of the Employment Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Employment Agreement filed herewith as Exhibit 10.2.

There is no arrangement or understanding between Mr. Khan and any other person pursuant to which Mr. Khan has been appointed as Chief Executive Officer. There are no family relationships between Mr. Khan and any of the Company’s other directors or executive officers, and Mr. Khan is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as Chief Executive Officer, Mr. Khan has been removed effective as of August 1, 2023, from the Audit Committee, the Nominating and Governance Committee and the Compensation Committee, which he chaired. Peter Anderson has been appointed chair of the Compensation Committee following Mr. Khan’s removal.

Cautionary Note Regarding Forward-Looking Statements.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s plans to regain compliance with the Nasdaq Listing Rules. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on EVgo’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties, including but not limited to, EVgo’s ability to make changes to its board and committee composition to regain compliance with the Nasdaq Listing Rules. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that EVgo files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and EVgo undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the leadership transition and related matters is attached hereto as Exhibit 99.1.

The information furnished herewith pursuant to this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description

10.1†	Transition Agreement, dated August 1, 2023, between EVgo Inc., EVgo Services LLC, EVgo Holdings, LLC, EVgo Management Holdings, LLC and Catherine Zoi.
10.2†	Employment Agreement, dated August 1, 2023, between EVgo Services LLC and Badar Khan.
99.1	Press Release issued by EVgo Inc. on August 2, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Indicates a management contract or compensatory plan, contract or arrangement.

SIGNATURES

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 hereunto duly authorized.

	EVgo Inc.

Date: August 2, 2023	By:	/s/ Francine Sullivan
	Name:	Francine Sullivan
	Title:	Chief Legal Officer and Secretary

Exhibit 10.1

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (this “Agreement”) is made as of August 1, 2023 (the “Effective Date”), by and among EVgo Services LLC, a Delaware limited liability company (and any successor thereto) (the “Company”), EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), EVgo Inc., and Catherine Zoi (the “Executive”).

WHEREAS, the Company and the Executive are party to that certain Employment Agreement, dated as of January 15, 2020 (the “Employment Agreement”);

WHEREAS, Holdings, Management Holdings, and the Executive are party to that certain Unit Grant Agreement, dated as of January 16, 2020 (the “Unit Grant Agreement”) pursuant to which the Executive was granted by Management Holdings 180,000 Tracking Units (as defined in the Unit Grant Agreement) which correspond to 180,000 Holdings Units (as defined in the Unit Grant Agreement) that were granted by Holdings to Management Holdings;

WHEREAS, as set forth in the Unit Grant Agreement, 117,000 of the 180,000 Tracking Units were designated as “Time Vesting” (the “Time Vesting Units”) and the remaining 63,000 were designated as “Sale Vesting” (the “Sale Vesting Units”);

WHEREAS, as of the Effective Date, the Executive is vested in 75% of the Time Vesting Units and the remaining 25% is set to vest on January 16, 2024 in accordance with the terms of the Unit Grant Agreement (such unvested portion, the “Unvested Time Units”);

WHEREAS, EVgo Inc. and the Executive are party to those certain (i) Restricted Stock Unit Agreements, with grant dates of July 26, 2021, April 1, 2022, and April 1, 2023 (the “RSU Award Agreements”) and (ii) Stock Option Agreements, with grant dates of April 1, 2022 and April 3, 2023 (together with the RSU Award Agreements, the “Equity Agreements”); and

WHEREAS, Holdings, Management Holdings, and the Executive are party to that certain Subscription Agreement, dated as of December 19, 2019 (the “Subscription Agreement”) pursuant to which the Executive subscribed for and acquired 58,849.01 Class B Common Units of Management Holdings, which correspond to an equivalent number of Class B Common Units of Holdings, and the Executive subsequently acquired through an additional subscription, in connection with preemptive rights, 5,234 Class B Common Units of Management Holdings, which correspond to an equivalent number of Class B Common Units of Holdings (collectively, the “Subscribed Units”).

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:

1.  Cessation of Employment

The Executive’s employment as the Chief Executive Officer of the Company will cease effective on or about November 9, 2023 (the “CEO Separation Date”). The Executive shall be deemed to have resigned as of the CEO Separation Date, to the extent applicable, as an officer and director of the Company and EVgo Inc. and their respective subsidiaries and affiliates, including Holdings and Management Holdings (collectively, the “Company Group”), as a member of the board of directors or similar body of any member of the Company Group and as a fiduciary of any Company Group benefit plan. Following the CEO Separation Date, the Executive shall remain a full-time employee of the Company, serve as a Strategic Advisor to the Company and provide transition services from the CEO Separation Date through December 31, 2023 (such period, the “Transition Period”). During the Transition Period, the Executive shall not commence any employment with any other employer; provided, that for the avoidance of doubt, during the Transition Period, the Executive may continue to maintain the outside activities that the Executive had been performing immediately prior to the commencement of the Transition Period. For the avoidance of doubt, during the Transition Period, the Executive shall be entitled to take vacation and paid time off, in accordance with the terms and conditions of the applicable plans and policies. During the Transition Period, the Executive will provide transition assistance and advice as set forth on Schedule A and as reasonably requested from time to time by the new Chief Executive Officer or the board of directors of EVgo Inc. (the “Board”). The Executive’s employment with the Company will cease effective as of 11:59pm on the final day of the Transition Period (the “Separation Date”). The Executive agrees that, on the Separation Date, the Employment Agreement shall end (except as otherwise provided herein) and the Executive shall have no further rights thereunder; provided, however, that the Executive shall continue to be subject to the obligations in the Employment Agreement that survive the cessation of the Executive’s employment.

2. Benefits and Payments in Connection with Transition

A.    Accrued Benefits. No later than the first payroll date following the Separation Date (or such earlier date as required by law), the Company shall pay to the Executive a cash lump sum payment in respect of any base salary earned but not yet paid through the Separation Date and any accrued but unused vacation/paid time off through the Separation Date. The Executive shall be awarded an amount in respect of the Executive’s 2023 cash bonus, which amount shall be determined by the Board in accordance with the method and manner in which the Board determines the 2023 cash bonus for other senior executives of the Company, which amount shall be payable at the same time that annual bonuses are generally payable to other senior executives of the Company (but not later than March 15, 2024).

B.    Business Expenses. The Company shall pay the Executive for any unreimbursed business expenses or other amounts due to the Executive as of the Separation Date, subject to and in accordance with Company policy.

C.     Equity. The Executive acknowledges and agrees that Schedule B sets forth a complete and accurate list of all of the Executive’s equity awards (other than the units awarded pursuant to the Unit Grant Agreement) in the Company Group as of the Effective Date. The Executive is required to execute and deliver to the Company the Release attached hereto as Exhibit A (the “Release”) on the CEO Separation Date and to re-execute the Release on the Separation Date. Subject to, and wholly contingent upon, the Executive (i) executing and delivering the Release as contemplated by the immediately prior sentence and the Release becoming irrevocable, (ii) complying with the terms of this Agreement (including serving through the end of the Transition Period), and (iii) continuing to comply with Sections 7 through 23 of the Employment Agreement, (w) the Executive shall vest in the Unvested Time Units on January 16, 2024, (x) for vesting, settlement, and exercisability purposes only of the Equity Agreements, the Executive shall be deemed to have remained in continuous employment with the Company or an affiliate through April 30, 2024 (which shall result in additional vesting as set forth on Schedule B), (y) notwithstanding anything to the contrary in the Unit Grant Agreement, the Sale Vesting Units shall remain eligible to vest upon the consummation of a Sale of the Company (as amended and restated below) if and only if, in the six-month period following the Separation Date, either (1) a Sale of the Company occurs or (2) a definitive agreement is executed that if the transaction(s) contemplated by such documentation were effectuated such transaction(s) would constitute a Sale of the Company and such Sale of the Company is consummated (provided, for the avoidance of doubt, that if such definitive agreement is abandoned or is not consummated, the Sale Vesting Units will be forfeited), and (z) all vested Tracking Units (including those that vest after giving effect to the provisions contained in this Section 2.C) and the Subscribed Units remain subject to the repurchase provisions contained in the Unit Grant Agreement and Subscription Agreement; provided, that, notwithstanding anything therein to the contrary, the vested Tracking Units and the Subscribed Units may not be repurchased with a promissory note.

For purposes of this Agreement and the Unit Grant Agreement, “Sale of the Company” means (x) the consummation of any transaction or series of related transactions, pursuant to which any Person or group of related Persons, other than Investors and their controlled Affiliates, in the aggregate acquire(s) (i) all or substantially all of the equity securities of Holdings (whether by merger, consolidation, reorganization, combination, asset sale or Transfer of Company Equity Securities, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Holdings’ assets determined on a consolidated basis or (y) the date on which EVgo Holdings, LLC’s aggregate ownership of Class A Shares and Class B Shares in EVgo Inc. is less than 50% of the aggregate number of Class A Shares and Class B Shares held by EVgo Holdings, LLC in EVgo Inc. as of July 1, 2021, as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions such that the measure of aggregate ownership is consistent with the calculation made as of July 1, 2021; provided, that neither a Public Offering nor a Public Sale shall constitute a Sale of the Company.

3.  Restrictive Covenants; Return of Company Property

The Executive will continue to be subject to all restrictive covenants in accordance with their terms to which the Executive is currently subject, including the covenants set forth in the Employment Agreement and such sections are incorporated herein by reference. The Executive acknowledges and agrees that no later than the Separation Date the Executive will return to the Company any and all property, tangible or intangible, relating to the Company’s business, which the Executive possessed or had control over at any time (including company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that the Executive shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.

4.  Tax Matters

Withholding of Taxes.

All payments or benefits provided to the Executive under this Agreement shall be subject to the withholding of such amounts relating to taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

Effect of Section 409A of the Code.

The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A.

5.  Governing Law; Venue; Jury Trial Waiver

This Agreement and any and all claims arising out of, under, pursuant to, or in any way related to this Agreement, including but not limited to any and all claims (whether sounding in contract or tort) as to this Agreement’s scope, validity, enforcement, interpretation, construction, and effect shall be governed by the laws of the State of Delaware (without regard to any conflict of law rules which might result in the application of the laws of any other jurisdiction). With respect to any such actions or controversies, the parties hereto hereby irrevocably consent and submit to the sole exclusive jurisdiction of the state and federal courts of Delaware, and irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of the venue of any such actions or controversies in any such courts or that any such any such actions or controversies which is brought in any such courts has been brought in an inconvenient forum. THE PARTIES HERETO HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR YOUR RELATIONSHIP WITH THE COMPANY.

6.  Entire Agreement

This Agreement, the referenced provisions of the Employment Agreement, the Unit Grant Agreement, the Equity Agreements, and the Subscription Agreement contain the entire agreement between the parties with respect to the subject matter hereof; and supersede all other agreements and drafts hereof, oral or written, between the parties hereto with respect to the subject matter hereof. No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to the Executive to induce the Executive to enter into this Agreement other than the express terms set forth herein, and the Executive is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.

7.  Interpretation

Headings and subheadings used in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement. References to statutes or regulations include all amendments, modifications, or reenactments thereof, and any regulations or instruments issued thereunder. The words “includes”, “including”, and similar terms used in this Agreement shall be construed as if followed by the words “without limitation”. Words importing the singular include the plural and vice versa, and words importing a gender include all genders.

8.  Modification/Waiver

This Agreement may not be modified or amended except in writing signed by the parties.

9.  Counterpart Agreements

This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

	EXECUTIVE

	/s/ Catherine Zoi
	Catherine Zoi

	EVgo Services LLC

	By:	/s/ Francine Sullivan
	Name:	Francine Sullivan
	Title:	Chief Legal Officer and General Counsel

	EVgo Holdings, LLC

	By:	/s/ David Nanus
	Name:	David Nanus
	Title:	Executive Vice President

	EVgo Management Holdings, LLC

	By:	/s/ David Nanus
	Name:	David Nanus
	Title:	Executive Vice President

	EVgo Inc.

	By:	/s/ Francine Sullivan
	Name:	Francine Sullivan
	Title:	Chief Legal Officer and General Counsel

[Signature Page to Transition Agreement]

Schedule A

Transition Services

The Executive shall share her knowledge, insights, and experience with the new CEO, including providing guidance on strategic initiatives, key relationships, and organizational culture.

The Executive shall assist in the onboarding and orientation of the new CEO, including introducing the new CEO to important stakeholders, providing background information, introducing the new CEO to customers, vendors and partners, and facilitating a smooth transition of leadership.

The Executive shall help manage relationships with key stakeholders, such as board members, investors, major clients, media outlets, and government officials, including attending virtual and in-person meetings, introducing the new CEO, and providing support therewith, in each case, as reasonably requested by the new CEO.

The Executive shall serve in an advisory capacity to the board of directors and the new CEO as reasonably requested by the same from time to time, including offering guidance based on her knowledge and experience to help with decision-making and provide insights into the Company's history and strategies.

The Executive may engage with employees during the transition as may be reasonably requested by the new CEO to address any concerns, maintain morale, and facilitate a smooth leadership change, including involvement in town hall meetings, Q&A sessions, or other forms of communication.

Schedule B

[omitted]

EXHIBIT A

GENERAL RELEASE

In order to settle as fully as possible all known and unknown claims I, Catherine Zoi, might have against EVgo Services LLC, a Delaware limited liability company (together with its subsidiaries and EVgo Inc., the “Company”) and all related parties, the Company and I agree as follows:

I, Catherine Zoi, in consideration of and subject to the performance by the Company, of its obligations under that certain Transition Agreement to which this General Release is attached (the “Transition Agreement”), do hereby release and forever discharge as of the date hereof the Company, all of its affiliates, and all present and former directors, officers, agents, representatives, employees, partners, members, successors and assigns of the Company, EVgo Holdings, LLC, EVgo Management Holdings, LLC, and their respective affiliates, including any of their respective direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.

1.       I acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.

2.       Except as provided in paragraph 5 below and except for the provisions of the Transition Agreement (including for the avoidance of doubt provisions incorporated by reference to the Employment Agreement (as defined in the Transition Agreement)) that expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and expenses, including attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of, or relate to, or are connected with any equity awards granted to me by and of the Released Parties, any equity ownership in any of the Released Parties, and my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: the California Fair Employment and Housing Act (FEHA); the California Labor Code; the California Constitution; the California Family Rights Act (CFRA); the California Consumer Privacy Act (CCPA); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including, without limitation, attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3.       I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.       I expressly acknowledge that I am familiar with Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

I expressly waive and relinquish any and all rights and benefits which I may have under Section 1542 of the California Civil Code and any similar laws to the fullest extent possible.

5.       I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). I agree that this General Release does not waive or release any rights or claims that I may have with respect to vested benefits under any qualified plans of the Company in accordance with the terms of such plans (such as pension or retirement benefits), equity awards and equity in the Company or any of its affiliates held by me, the rights to which are governed by the terms of the applicable documents and agreements, and I acknowledge and agree that all such equity awards and equity held by me are set forth on Schedule B of the Transition Agreement, which is complete and accurate.

6.       I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

7.       In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

8.       I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct.

9.       I agree that I will forfeit all benefits and payments set forth in Section 2.C of the Transition Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties, I shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys’ fees, and return all benefits and payments received by me pursuant to Section 2.C of the Transition Agreement).

10.     I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, but solely to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction.

11.     The non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any other self-regulatory organization or governmental entity.

12.      I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are or may come into my possession.

13.     I agree not to disparage any of the Released Parties, their respective past and present direct or indirect investors, officers, directors or employees and to keep all confidential and proprietary information about the past or present business affairs of the Released Parties confidential unless a prior written release from the applicable Released Party is obtained. The Company agrees to instruct its directors and executive officers not to criticize, denigrate, or otherwise disparage me. I further agree that as of the date on which I execute this General Release a second time, I have returned to the Company any and all property, tangible or intangible, relating to the Company’s business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.

14.      Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Transition Agreement after the date hereof.

15.     Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

[Remainder of Page Left Intentionally Blank]

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __, _____ VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED 21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;

I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE:

			Catherine Zoi

DATE:

			Catherine Zoi

[Signature Page to General Release]

	EVgo Inc.

	By:
	Name: Francine Sullivan
	Title: Chief Legal Officer and General Counsel

	EVgo Services LLC

	By:
	Name: Francine Sullivan
	Title: Chief Legal Officer and General Counsel

[Signature Page to General Release]

Exhibit 10.2

EMPLOYMENT AGREEMENT

between

evgo services llc

and

Badar Khan

August 1, 2023

TABLE OF CONTENTS

		Page

Section 1.	Employment	2
Section 2.	Position and Duties	2
Section 3.	Compensation and Benefits	3
Section 4.	Term	5
Section 5.	Executive's Representations	8
Section 6.	Deferred Compensation Matters	9
Section 7.	Non-Compete and Non-solicitation	11
Section 8.	Confidential Information, Inventions and Intellectual Property Rights	12
Section 9.	Enforcement	13
Section 10.	Survival	14
Section 11.	Notices	14
Section 12.	Severability	14
Section 13.	Complete Agreement	14
Section 14.	No Strict Construction	15
Section 15.	Counterparts	15
Section 16.	Successors and Assigns	15
Section 17.	Choice of Law	15
Section 18.	Amendment and Waiver	15
Section 19.	Withholding	15
Section 20.	Consent to Jurisdiction	16
Section 21.	Waiver of Jury Trial	16
Section 22.	Corporate Opportunity	16
Section 23.	Executive's Cooperation	16

EVgo Services llc

EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement") is made as of August 1, 2023 (the "Effective Date") between EVgo Services LLC, a Delaware limited liability company (and any successor thereto, the "Company"), and Badar Khan ("Executive").

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.  Employment. The Company shall employ Executive beginning on or about November 9, 2023, (the “Start Date”), and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Start Date and ending as provided in Section 4 (the "Employment Period").

Section 2.  Position and Duties.

(a)  During the Employment Period, Executive shall serve as the Chief Executive Officer (the “CEO”) and shall have the normal duties, responsibilities, functions and authority of the CEO, subject to the power and authority of the board of directors of EVgo, Inc. (the "Board") to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive's position. During the Employment Period, Executive shall render such executive and managerial services to EVgo Inc., the Company and its Subsidiaries (collectively, the “Company Group”) which are consistent with Executive's position, as the Board may from time to time direct. During the Employment Period, the Executive shall also serve as a director on the Board.

(b)  During the Employment Period, Executive shall report to the Board and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Group. Executive shall perform Executive’s duties, responsibilities and functions for the Company Group hereunder to the best of Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company Group’s policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company Group’s efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation other than those activities set forth on Schedule A, so long as such service does not cause a conflict of interest or interfere with Executive’s duties hereunder; provided, that if the Board determines it is not in the best interests of the Company for Executive to continue any activity listed on Schedule A, Executive shall cease such activity as soon as reasonably practicable. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity without the prior written consent of the Board; provided, that Executive may serve as an officer or director of, or otherwise participate in, solely educational, welfare, social, religious, not-for-profit and civic organizations so long as such activities do not interfere with Executive's employment with the Company Group.

Section 3.  Compensation and Benefits.

(a)  During the Employment Period, Executive's base salary shall be $550,000 per annum (the "Base Salary"), which salary shall be payable by the Company in regular installments in accordance with the Company's general payroll practices in effect from time to time. During the period beginning on the Start Date and ending December 31, 2023, the Base Salary shall be pro rated on an annualized basis. In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which senior executive employees of the Company Group are generally eligible, including vacation and paid time off, in accordance with the terms and conditions of the applicable plans and policies.

(b)  During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive while performing Executive’s duties and responsibilities under this Agreement which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses subject to the Company's requirements with respect to reporting and documentation of such expenses.

(c)  For the period from the Start Date and ending on December 31, 2023, Executive shall be eligible to receive an annual incentive payment (the "Bonus Amount") based on a target bonus opportunity of 100% of 2023 prorated Base Salary (up to a maximum of 150% of 2023 prorated Base Salary, and as may be otherwise approved or changed by the Board) based upon Executive's performance and the Company's achievement of certain objectives as determined by the Board (the "Incentive Targets"). The Bonus Amount, if any, shall be paid to Executive within 30 days after the Board or the compensation committee determines whether and to what extent Incentive Targets were achieved, but no later than March 15 following the end of the calendar year for which the Bonus Amount, if any, was earned. Beginning with calendar year 2024, Executive shall be eligible to receive an annual Bonus Amount based on a target bonus opportunity of 100% of Base Salary (up to a maximum of 150% of Base Salary) based upon Executive's performance and the Company's achievement of the applicable Incentive Targets or as otherwise approved or changed by the Board from time to time. The Bonus Amount, if any, shall be paid to Executive within 30 days after the Board or the compensation committee determines whether and to what extent Incentive Targets were achieved, but no later than March 15 following the end of the calendar year for which the Bonus Amount, if any, was earned.

(d)  Executive will receive a one-time equity grant on or as soon as reasonably practicable following the Start Date under the EVgo Inc. 2021 Long Term Incentive Plan (the “LTIP”) valued at $6,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date). 50% of the grant will be in the form of time-based restricted stock units (“RSUs”) and 50% of the grant will be in the form of performance-based restricted stock units (“PSUs). The RSUs will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to Executive’s continued employment through the vesting date. The PSUs will vest subject to satisfaction of a time condition and a performance condition as follows:

(i)       1/3^rdof the PSUs (i.e., PSUs valued at $1,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $6 per share (calculated on a 20-day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively.

(ii)      1/3^rdof the PSUs (i.e., PSUs valued at $1,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $8 per share (calculated on a 20-day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively.

(iii)     1/3^rdof the PSUs (i.e., PSUs valued at $1,000,000 (with the number of shares based on the 20-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $10 per share (calculated on a 20-day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively.

The RSUs and PSUs will be subject to approval by the Board and to the terms of definitive documentation governing the award and the terms of the LTIP.

(e)  For 2023, on or as soon as reasonably practicable following the Start Date, Executive will also receive an additional grant of restricted stock units and options under the LTIP on terms consistent with awards of restricted stock units and options to other senior members of management. The additional grant will be valued at $4,000,000 multiplied by a fraction, the numerator of which is (x) the number of days following the Start Date through December 31, 2023 and the denominator of which is (y) 365, with (i) the number of shares underlying the restricted stock units in such grant being based on the 20-day VWAP preceding the Effective Date, (ii) the strike price of the options in such grant being based on the greater of the 20-day VWAP preceding the date of grant and the closing price on the date of grant, and (iii) the number of shares underlying the option in such grant being based on the Black Scholes value on the date of grant. Such additional grant will consist 60% of restricted stock units and 40% of options. Executive will be eligible for awards under the LTIP in future years in as determined by the Board or the compensation committee of the Board.

(f)  All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company Group.

(g)  Nothing in this Agreement supersedes or overrides Executive’s ability to participate in the Company’s Change in Control and Severance Plan (the “CIC Plan”) or be party to a Participation Agreement thereunder (“Participation Agreement”); Executive is expected to be a participant under the CIC Plan and receive a Participation Agreement and be wholly subject to the terms and conditions of the CIC Plan and Participation Agreement.

Section 4.         Term.

(a)  The Employment Period shall begin on the Start Date and terminate (any such termination, a "Separation") on the earliest to occur of Executive's (i) resignation with or without Good Reason, (ii) death or Disability or (iii) termination by the Company at any time (with or without Cause). Except as otherwise permitted or provided herein, any termination of the Employment Period by the Company shall be effective as of the date specified in a written notice from the Company to Executive. In the event that, prior to the Start Date, (i) the Board determines that Executive has engaged in any activity that would constitute “Cause” or that could otherwise bring financial or reputational harm or damage to Executive or the Company, this Agreement shall be void ab initio, and the Company will have no obligations to Executive and (ii) the Board determines that it is not in the bests interests of the Company for Executive to commence employment with the Company other than for a reason enumerated in subclause (i) of this sentence or due to Executive’s death or Disability, then the Company will pay Executive an amount equal to the sum of the Base Salary and target Bonus Amount, payable in regular installments in accordance with the Company's regular payroll practices, from the date of such Board determination and for 12 months thereafter, if and only if, Executive executes the General Release (as defined below) and the General Release has become effective and is no longer subject to revocation with such amount payable 60 days following the Board providing written notice to Executive that Executive will not be commencing employment with the Company; provided, that, in each case, Executive shall continue to be bound by Section 7(b) (assuming the 18-month post-employment period contained therein began on the date of such Board determination and ended 18 months thereafter) and Section 8 of this Agreement.

(b)  If the Employment Period is terminated by the Company without Cause or upon Executive’s resignation with Good Reason, Executive shall only be entitled to receive Executive’s Base Salary and employee benefits through the date of such termination or resignation, including any portion of a Bonus Amount earned but unpaid for any previously ended fiscal year as provided in Section 3(c) that would have payable to Executive if the Employment Period had not been so terminated, and Executive shall not be entitled to any other salary, bonus, compensation or benefits from the Company Group thereafter, except as follows:

(i)       (x) if and only if Executive has executed and delivered to the Company a general release, in the form annexed as Exhibit A hereto or as approved by the Board from time to time (the "General Release"), and the General Release has become effective and is no longer subject to revocation, and only so long as Executive has not revoked or breached the provisions of the General Release and does not apply for unemployment compensation chargeable to the Company Group during the Severance Period, and (y) subject to the terms and conditions of Section 6, Executive shall be entitled to receive (1) an amount equal to the sum of 12 months of Executive’s Base Salary then in effect and Executive’s target Bonus Amount, payable in regular installments in accordance with the Company's regular payroll practices, as special severance payments from the date of such termination over a period of 18 months after the date of such termination without Cause or resignation with Good Reason (the "Severance Period"), (2) an amount equal to Executive’s target Bonus Amount for the year of termination pro-rated based on the number of full months for which Executive was employed by the Company during such year, payable in a lump sum on the 60^th day following termination of the Employment Period, and (3) if Executive, and any spouse and/or dependents of Executive (the “Family Members”) has or have coverage on the termination date under a group health plan (including, without limitation, medical, dental and vision plans) sponsored by a member of the Company Group, the Company will (or will cause one of its Company Group members to) reimburse Executive the employer-portion of the applicable monthly premium cost (which amount will be based on the employer-portion of the COBRA premium for the first month of COBRA coverage following termination of the Employment Period) (such portion of the monthly COBRA premium, the “Covered COBRA Premium”) for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the 12-month period following termination of the Employment Period; provided, that Executive validly elects and is eligible to continue coverage under COBRA for Executive and the Family Members. However, if a Company Group member determines in its sole discretion that it cannot provide the Covered COBRA Premium benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and ERISA), such Company Group member will in lieu thereof provide to Executive a lump sum payment equal to the Covered COBRA Premium (on an after-tax basis) that Executive would be required to pay to continue the group health coverage for Executive and the Family Members, multiplied by 12, which payment will be made regardless of whether Executive elects COBRA continuation coverage.

(ii)      Except as provided in Section 4(b)(i), Executive shall not be entitled to any other salary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for under the Company's employee benefit plans or as expressly required by applicable law.

(c)  If the Employment Period is terminated pursuant to clause (a)(ii) above due to Executive's death or Disability, Executive shall be entitled to receive Executive’s Base Salary through the date of such termination, including any portion of a Bonus Amount earned but unpaid for any previously ended fiscal year as provided in Section 3(c) that would have payable to Executive if the Employment Period had not been so terminated. Executive shall not be entitled to any other salary, compensation or benefits from the Company Group thereafter, except as otherwise specifically provided for under the Company's employee benefit plans or as expressly required by applicable law.

(d)  If the Employment Period is terminated by the Company for Cause or is terminated pursuant to clause (a)(i) above due to Executive's resignation without Good Reason, Executive shall only be entitled to receive Executive’s Base Salary and employee benefits through the date of such termination and shall not be entitled to any other salary, compensation or benefits from the Company Group thereafter, except as otherwise specifically provided for under the Company's employee benefit plans or as expressly required by applicable law.

(e)  Except as otherwise expressly provided in this Agreement, all of Executive's rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period shall cease upon such termination or expiration, other than those expressly required under applicable law (such as COBRA). Nothing contained herein is intended to limit or otherwise restrict the availability of any COBRA benefits to Executive required to be provided pursuant to Section 601 of Title I of the Employee Retirement Income Security Act of 1974 and Section 4980B of the Internal Revenue Code (the "Code"). Except as otherwise provided in Section 6, the Company may offset any amounts Executive owes the Company Group against any amounts the Company Group owes Executive hereunder.

(f)  "Cause" shall mean with respect to Executive one or more of the following: (i) the conviction of a felony or other crime involving moral turpitude; (ii) the commission of any act or omission involving dishonesty, disloyalty or fraud, including with respect to the Company Group or any of their customers or suppliers; (iii) reporting to work under the impairment of alcohol or drugs, or the use of illegal drugs (whether or not at the workplace) or other conduct causing the Company Group substantial public disgrace or disrepute or substantial economic harm; (iv) failure to perform all material duties as reasonably directed by the Board; (v) any act or omission aiding or abetting a competitor, supplier or customer of the Company Group whether or not resulting in a disadvantage or detriment to the Company Group; (vi) breach of any duty, gross negligence, or willful misconduct with respect to the Company Group; or (vii) any other material breach of this Agreement.

(g)  "Disability" shall mean Executive's inability to perform the essential duties, responsibilities and functions of Executive’s position with the Company Group for a period of 90 consecutive days or for a total of 180 days during any 12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company Group or if providing such accommodations would be unreasonable, all as determined by the Board in its reasonable good faith judgment; provided, that if any such Disability would not be a "disability" within the meaning of Code Section 409A, no payment shall be made hereunder as a result of any such Disability that would be deferred compensation for purposes of Code Section 409A. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including submitting to reasonable examinations by one or more medical doctors and other health care specialists and authorizing such medical doctors and other health care specialists to discuss Executive's condition with the Company).

(h)  "Good Reason" shall mean if Executive resigns from employment with the Company Group prior to the end of the Employment Period as a result of one or more of the following reasons: (i) the Company reduces the amount of the Base Salary without Executive's consent other than as part of a reduction in the salaries of the Company's executive team as a whole with such reduction being in the same proportion as the reductions applied to the other executive team members' base salaries; or (ii) the Company materially diminishes Executive's duties or responsibilities; provided that written notice of Good Reason must be delivered to the Company within 30 days after the occurrence of any such event in order for Executive's resignation with Good Reason to be effective hereunder and the Company must have failed to cure such event, to the extent curable, within 60 days following receipt of such notice.

(i)  "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

(j)  "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (iii) the management is otherwise controlled directly or indirectly, through one or more intermediaries, by such Person. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a "Subsidiary" of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term "Subsidiary" refers to a Subsidiary of the Company.

Section 5.  Executive's Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (ii) except as otherwise disclosed herein, Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person, business or entity or any agreement or contract requiring Executive to assign inventions to another party, (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms, and (iv) Executive is not subject to any pending, or to Executive’s knowledge any threatened, lawsuit, action, investigation or proceeding, including with respect to Executive's prior employment or consulting work or the use of any information or techniques of any former employer or contracting party. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement, including Section 7, Section 17, and Section 20, which have been reviewed in full and consented to, and that Executive fully understands the terms and conditions contained herein.

Section 6.  Deferred Compensation Matters.

(a)  It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with Code Section 409A and the regulations and guidance promulgated thereunder (collectively, "Code Section 409A"), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for any damages for failing to comply with Code Section 409A.

(b)  A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and for purposes of any such provision of this Agreement, references to a "termination", "termination of the Employment Period", "termination of employment" or similar terms shall mean "separation from service."

(c)  Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination of the Employment Period to be a "specified employee" within the meaning of that term under Code Section 409A, then each of the following shall apply:

(i)       With regard to any payment that is considered "non-qualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of Executive, and (B) the date of Executive's death (the "Delay Period") to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6 (whether otherwise payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein; and

(ii)      To the extent that any benefits to be provided during the Delay Period are considered "non-qualified deferred compensation" under Code Section 409A payable on account of a "separation from service," and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company's share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement.

(d)  To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i)       To the extent any such cash payments or continuing benefits to be provided are not "non-qualified deferred compensation" for purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the "Release Effective Date"). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period.

(ii)      To the extent any such cash payments or continuing benefits to be provided are "non-qualified deferred compensation" for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period.

The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay; provided, that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company's share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement.

(e)  To the extent any reimbursements or in-kind benefits under this Agreement constitute "non-qualified deferred compensation" for purposes of Code Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(f)  For purposes of Code Section 409A, Executive's right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the Company's sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "non-qualified deferred compensation" for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code Section 409A.

Section 7.  Non-Compete and Non-solicitation.

(a)  Executive acknowledges and agrees that (i) the business of the Company Group is conducted in the United States and Canada (collectively, the "Territory"), (ii) the Company Group’s reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company Group’s trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, (iv) Executive's services are of special, unique and extraordinary value to the Company Group, and (v) if Executive were to deprive the Company Group of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with the Company Group, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company Group, and as a condition to the Company's willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company Group and continuing for the period beginning on the date of Executive's Separation and ending upon the first anniversary of such Separation, Executive shall not, anywhere in the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business that reasonably purports to compete with the material lines of businesses of the Company Group, as such businesses (i) currently exist or are currently in the active process of development and (ii) exist or are in the active process of development during Executive's employment with the Company Group; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation. Notwithstanding anything herein to the contrary, following termination of the Employment Period, Executive shall be permitted to (i) serve on boards of entities whose principal activity is not electric vehicle charging and (ii) serve in an advisory capacity to investment management firms that may have investments in electric vehicle charging; provided, that in carrying out such service Executive will recuse himself from discussions and decisions pertaining to electric vehicle charging.

(b)  While Executive is employed by the Company Group and continuing for the period beginning on the date of Executive's Separation and ending 18 months following such Separation, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company Group within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity) or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Group.

Section 8.  Confidential Information, Inventions and Intellectual Property Rights.

(a)  Executive acknowledges that the information, observations and data (including trade secrets) obtained by Executive concerning the business and affairs of the Company Group, whether obtained before or after the Effective Date, ("Confidential Information") are the property of the Company Group. Executive agrees not to disclose to any person or entity or use for Executive's own (or other Person’s) purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company Group and its affiliates ("Third Party Information"), without the prior written consent of the Board unless and to the extent that the Confidential Information or Third Party Information becomes generally known to and available for use by the public other than as a result of Executive's direct or indirect acts or omissions. Executive shall deliver to the Company Group at the termination or expiration of Executive's employment, or at any other time the Company Group may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Third Party Information, Confidential Information, Work Product (as defined below) or the business of the Company Group that Executive may then possess or have under Executive's control.

(b)  Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications and copyrightable work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company Group’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company Group, whether before or after the Effective Date ("Work Product"), belong to the Company Group. Executive shall promptly disclose such Work Product to the Company Group and, at the Company's expense, perform all actions reasonably requested by the Company Group (whether during or after Executive's employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all Work Product shall be deemed to constitute "works made for hire" under the U.S. Copyright Act of 1976, as amended.

(c)  Executive agrees and recognizes that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation for Executive reporting a suspected violation of law, Executive understands that Executive may disclose trade secrets to Executive’s attorney(s) in such lawsuit and use the trade secret information in court proceedings, provided, that Executive: (i) files any documents containing any trade secret information under seal; and (ii) does not disclose any trade secrets except pursuant to a court order. Further, notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive shall not be required to notify the Company that such reports or disclosures have been made.

Section 9.  Enforcement. If, at the time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive's services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company Group would suffer irreparable harm from a breach of Section 7 or Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a material inducement to the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company Group’s business, the restrictions set forth in this Agreement are reasonable as to time and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company Group and (ii) that Executive has reviewed the provisions of this Agreement, including Section 7, with Executive's legal counsel and specifically consents to abide by the restrictions set forth in this Agreement, including Section 7.

Section 10.  Survival. Section 4 through Section 23, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period.

Section 11.  Notices. Any notice to be given under or by reason of this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Executive: At the most recent address on file with the Company,

Notices to the Company:

EVgo Services LLC

11835 W. Olympic Blvd., Ste. 900E

Los Angeles, CA 90064

Attention: General Counsel

with a copy (which copy shall not constitute notice) to:

Milbank LLP
55 Hudson Yards
New York, New York 10001
Attention: William B. Bice, Esq.
Facsimile: (212) 822-5622

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

Section 12.  Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties and shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 13.  Complete Agreement. This Agreement and any other agreements expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 14.  No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The use of the word “including” shall mean “including, without limitation.”

Section 15.  Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

Section 16.  Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may assign this agreement to any of its affiliates at any time without consent of Executive.

Section 17.  Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even though under that jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

Section 18.  Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and except as expressly provided herein, no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company's right to terminate the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

Section 19.  Withholding. The Company Group shall be entitled to deduct or withhold from any amounts owing from the Company Group to Executive any federal, state, local or foreign withholding taxes, excise tax or employment taxes ("Taxes") imposed with respect to Executive's compensation or other payments from the Company Group or Executive's ownership interest in the Company (including wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company Group does not make such deductions or withholdings, Executive shall indemnify the Company Group for any such Taxes.

Section 20.  Consent to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, THE DELAWARE COURT OF CHANCERY OF THE STATE OF DELAWARE OR ANY OTHER COURT OF THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY'S RESPECTIVE ADDRESS SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN DELAWARE WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS Section 20. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 21.  Waiver of Jury Trial. As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with legal counsel), the Company and Executive each expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.

Section 22.  Corporate Opportunity. Executive shall submit to the Board all business, commercial and investment opportunities, and all offers presented to Executive or of which Executive becomes aware at any time during the Employment Period, which relate to the business of the Company as it is conducted during the Employment Period ("Corporate Opportunities"). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive's own behalf.

Section 23.  Executive's Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company Group in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including Executive being available to the Company for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive's possession).

Section 24.  Company Policies. Executive agrees to abide by the policies, rules, regulations or usages applicable to Executive as established by the Company from time to time and provided to Executive in writing, including any applicable clawback or recoupment policies, minimum shareholding policies, and other policies that may be implemented by the Board from time to time with respect to officers of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

	EVgo Services LLC

	By:	/s/ Francine Sullivan

	Name:	Francine Sullivan
	Its:	Chief Legal Officer and General Counsel

	/s/ Badar Khan
	Badar Khan

[Signature Page to Employment Agreement]

Schedule A

[omitted]

EXHIBIT A

GENERAL RELEASE

I, Badar Khan, in consideration of and subject to the performance by EVgo Services LLC, a Delaware limited liability company (together with its subsidiaries and EVgo Inc., the "Company"), of its obligations under my employment agreement, effective as of August 1, 2023 (the "Employment Agreement"), do hereby release and forever discharge as of the date hereof the Company, all of its affiliates, and all present and former directors, officers, agents, representatives, employees, partners, members, successors and assigns of the Company, its affiliates and the Company's direct or indirect owners, including but not limited to EVgo Holdings, LLC (collectively, the "Released Parties") to the extent provided below.

1.         I acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.

2.         Except as provided in paragraph 5 below and except for the provisions of the Employment Agreement that expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including, without limitation, attorneys' fees incurred in these matters) (all of the foregoing collectively referred to herein as the "Claims").

3.        I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.         I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.         I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys' fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

6.         In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7.         I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct.

8.         I agree that I will forfeit all amounts payable by the Company pursuant to Section 4(b) of the Employment Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties, I shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys' fees, and return all payments received by me pursuant to the Section 4(b) of the Employment Agreement).

9.         I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, but solely to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction.

10.       The non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any other self-regulatory organization or governmental entity.

11.       I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company for interviews and factual investigations; appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are or may come into my possession.

12.       I agree not to disparage the Company’s past and present investors, officers, directors or employees or its affiliates and to keep all confidential and proprietary information about the past or present business affairs of the Company and its affiliates confidential unless a prior written release from the Company is obtained. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to the Company’s business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.

13.       Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Employment Agreement after the date hereof.

14.       Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE:

Exhibit 99.1

EVgo Announces Leadership Succession Plan

Cathy Zoi to Retire as CEO and from the Board of Directors, Effective in November 2023

Industry Veteran and Lead Independent Director, Badar Khan, to Become CEO

LOS ANGELES – August 2, 2023 – EVgo Inc. (NASDAQ: EVGO) (“EVgo” or the “Company”), one of the nation’s largest public fast charging networks for electric vehicles (“EVs”), today announced that its Board of Directors has appointed Badar Khan to succeed Cathy Zoi as Chief Executive Officer, effective on or about November 9, 2023. Zoi will retire as CEO and from the Board following an impactful career with EVgo where she oversaw a 957% increase in quarterly revenue since the Company went public in 2021. To promote a smooth transition, Zoi will serve as an advisor to the Company and work closely with Khan through the end of 2023.

“Leading EVgo from a 50-person, private enterprise focused on a nascent EV sector, to a leader in charging solutions serving nearly 700,000 customers has been a highlight of my career,” said Zoi. “I set out to build a strong business yielding robust growth in charger deployments, network utilization, and company revenues, and as a team we have accomplished that. With the focus now being to build on that foundation to further scale EVgo to meet evolving fast charging demand, I believe that it is the right time to implement this leadership transition. I have been fortunate to know and work with Badar in his capacity as Lead Independent Director, and I’ve seen firsthand the breadth of his talents. I believe that Badar’s experience overseeing large, dynamic customer facing energy organizations aligns perfectly with the opportunity ahead of EVgo and that he is the right person to be our next CEO. I am delighted to continue working closely with Badar and my colleagues on the management team to promote a smooth transition. I am excited to see what is yet to come for EVgo.”

David Nanus, Chair of the Board of Directors of EVgo, stated, “Badar’s impressive accomplishments have established him as a respected leader who is well-suited to build upon Cathy’s successes. Having worked closely with Badar on the EVgo Board, I know that he possesses a holistic understanding of the dynamics of our business and knows what it takes to win in the marketplace. He has more than 25 years of experience in the energy sector, including overseeing the development of one of the largest EV infrastructure programs for utilities in the U.S., servicing more than 20 million customers and executing critical partnerships and acquisitions. With Badar at the helm of EVgo’s stellar leadership team and deep bench of executive talent, I am confident that this will be a smooth transition that will ultimately take EVgo to the next level.”

Nanus continued, “On behalf of the Board, I want to thank Cathy for her remarkable service and commitment, leading EVgo through its incredible transformation and rapid growth during the last half-decade. Throughout her accomplished tenure as CEO, EVgo has grown to become one of the nation’s largest public fast charging networks for electric vehicles. EVgo would not be the impressive company it is today without Cathy’s vision, dedication and stewardship. I speak on behalf of the Board and all of EVgo’s talented employees in wishing Cathy only the best.”

Khan commented, “I will be honored to succeed Cathy and take on the role of CEO and lead EVgo at this exciting time for our business and the industry. I greatly appreciate the work Cathy and our talented team have done. They have honed the elements of the flywheel that we believe will enable rapid electrification and sustained commercial success. Building on these achievements, I share Cathy’s excitement for EVgo’s future. As the sector continues to revolutionize the world at a rapid pace, I see tremendous opportunities ahead and believe we will continue to be a leader in the EV revolution. I am excited to work closely with EVgo’s talented management team and our incredible employees in an effort to capture those opportunities, drive growth, deliver for our customers and enhance shareholder value.”

Second Quarter 2023 Results

In a separate press release issued today, EVgo reported strong second quarter 2023 financial results. Management will host a conference call today at 5:00 p.m. ET / 2:00 p.m. PT to discuss EVgo’s results and other business highlights.

That press release, along with other investor materials, including a slide presentation and reconciliations of certain non-GAAP measures to their nearest GAAP measures, will also be available on investors.evgo.com.

About Badar Khan

A more than 25-year veteran of the energy sector, Badar Khan has served on the EVgo Board of Directors since 2022. He has also served as the Board’s Lead Independent Director, as Chair of the Board’s Compensation Committee and as a member of the Board’s Audit Committee and Nominating & Governance Committee. From 2017 to 2022, Khan worked for National Grid, one of the largest investor-owned utilities in the world. Most recently, he served as President of National Grid USA, overseeing the provision of energy and clean energy solutions to more than 20 million people across Massachusetts, New York and Rhode Island, and previously as President of National Grid Ventures. During his time at National Grid, Khan oversaw the regulatory approval for one of the largest “make ready” electric vehicle infrastructure programs for utilities in the U.S., the acquisition of an onshore solar and wind renewables development company, and the launch of one of the largest utility corporate venture capital funds in the U.S., with over 40 investments and partnerships in the energy and clean tech space. Prior to that, Khan spent 14 years at Centrica plc, where he was a member of the leadership team of its North American subsidiary, Direct Energy, including serving as CEO for four years. Under his leadership, Direct Energy experienced significant growth reaching revenue of more than $15 billion USD, serving over five million customers and becoming one of the largest and most innovative retail energy and services companies in North America through multiple acquisitions and more than a dozen partnerships with large and small technology companies. Earlier in his career, Khan was an officer of SmartEnergy, a private retail energy company in the U.S. and worked in management consulting with Deloitte Consulting in Boston and KPMG in London. Khan began his career with Jaguar Cars in the UK.

In addition to his role on the EVgo Board of Directors, Khan currently serves on the Board of Directors of CRH plc, a leading building materials business, on the advisory board of Zero Infinity Partners, an early-stage venture capital firm, and as Senior Advisor to Global Infrastructure Partners, one of the world’s largest independent infrastructure investors. Khan received a degree in engineering from Brunel University in London and an MBA from the Wharton School of the University of Pennsylvania.

About EVgo  

EVgo (Nasdaq: EVGO) is a leader in charging solutions, building and operating the infrastructure and tools needed to expedite the mass adoption of electric vehicles for individual drivers, rideshare and commercial fleets, and businesses. Since 2019, EVgo has purchased renewable energy certificates to match the electricity that powers its network. As one of the nation’s largest public fast charging networks, EVgo’s owned and operated charging network includes around 900 fast charging locations, 60 metropolitan areas and 30 states. EVgo continues to add more DC fast charging locations across the U.S., including stations built through EVgo eXtend™, its white label service offering. EVgo is accelerating transportation electrification through partnerships with automakers, fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, and gas stations, policy leaders, and other organizations. With a rapidly growing network, robust software products and unique service offerings for drivers and partners including EVgo Optima™, EVgo Inside™, EVgo Rewards™, and Autocharge+, EVgo enables a world-class charging experience where drivers live, work, travel and play.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," “proposed,” "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, express or implied statements regarding EVgo’s continuing operational focus, anticipated industry developments, potential opportunities, future financial performance, and statements regarding the Company’s leadership succession plan. These statements are subject to numerous assumptions, risks and uncertainties and on the current expectations of EVgo’s management and are not predictions of actual performance. These risks include the Company’s ability to implement a smooth leadership transition as well as to other risks described in “Risk Factors” in EVgo’s Annual Report on Form 10-K filed with the SEC on March 30, 2023, as well as its other filings with the SEC, copies of which are available on EVgo’s website at investors.evgo.com, and on the SEC’s website at www.sec.gov. All forward-looking statements in this press release are based on information available to EVgo as of the date hereof, and EVgo does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

For Investors:   

investors@evgo.com   

For Media:  

press@evgo.com    

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