Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “Agreement”)
is effective as of November 4, 2021 (the “Effective Date”) by and between XL Fleet Corp., a Delaware corporation (the “Company”),
and James Berklas (“Employee”).


 


1. Roles
and Duties. Subject to the terms and conditions of this Agreement, the Company shall continue to employ Employee as its Chief Legal
Officer and General Counsel and Vice President – Corporate Development, reporting to the Company’s Chief Executive Officer
(“CEO”). Employee shall have such duties and responsibilities as are reasonably determined by the CEO, and are consistent
with the duties customarily performed by Employee’s position in a similarly situated company in the United States. Employee accepts
such continued employment upon the terms and conditions set forth herein, and agrees to perform such duties and discharge such responsibilities
to the best of Employee’s ability. During Employee’s employment, Employee shall devote all of Employee’s business time
and energies to the business and affairs of the Company. Notwithstanding the foregoing, nothing herein shall preclude Employee from: (i)
performing services for such other companies as the Company may designate or permit; (ii) serving, with the prior written consent of the
Board, which consent shall not be unreasonably withheld, as a member of the boards of directors or advisory boards (or their equivalents
in the case of a non-corporate entity) of non-competing businesses or charitable, educational or civic organizations; (iii) engaging in
charitable activities and community affairs; and (iv) managing Employee’s personal investments and affairs; provided, however, that
the activities set out in clauses (i), (ii), (iii) and (iv) shall be limited by Employee so as not to materially interfere, individually
or in the aggregate, with the performance of Employee’s duties and responsibilities hereunder.


 


2. Term of Employment.


 


(a) Term. Subject to the
terms hereof, Employee’s employment hereunder shall continue until terminated hereunder by either party (such term of employment
referred to herein as the “Term”).


 


(b) Termination. Notwithstanding
anything else contained in this Agreement, Employee’s employment hereunder shall terminate upon the earliest to occur of the following:


 


(i) Death. Immediately
upon Employee’s death;


 


(ii) Termination by the
Company.


 


(A) If
because of Employee’s Disability (as defined below in Section 2(c)), written notice by the Company to Employee that Employee’s
employment is being terminated as a result of Employee’s Disability, which termination shall be effective on the date of such notice
or such later date as specified in writing by the Company;


 


(B) If
for Cause (as defined below in Section 2(d)), written notice by the Company to Employee that Employee’s employment is being terminated
for Cause, which termination shall be effective on the date of such notice or such later date as specified in writing by the Company,
provided that if prior to the effective date of such termination Employee has cured the circumstances giving rise to the Cause
(if capable of being cured as provided in Section 2(d)), then such termination shall not be effective; or


 


(C) If
by the Company for reasons other than under Sections 2(b)(ii)(A) or (B), written notice by the Company to Employee that Employee’s
employment is being terminated, which termination shall be effective thirty (30) days after the date of such notice.


 




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(iii) Termination by Employee.


 


(A) If
for Good Reason (as defined below in Section 2(e)), written notice by Employee to the Company that Employee is terminating Employee’s
employment for Good Reason and that sets forth the factual basis supporting the alleged Good Reason, which termination shall be effective
thirty (30) days after the date of such notice; provided that if prior to the effective date of such termination the Company has
cured the circumstances giving rise to the Good Reason if capable of being cured as provided in Section 2(e), then such termination shall
not be effective; or


 


(B) If
without Good Reason, written notice by Employee to the Company that Employee is terminating Employee’s employment, which termination
shall be effective no fewer than sixty (60) days after the date of such notice unless waived, in whole or in part, by the Company.


 


Notwithstanding
anything in this Section 2(b), the Company may at any point, under the conditions set forth in Section 2(b)(ii)(B), terminate Employee’s
employment for Cause prior to the effective date of any other termination contemplated hereunder; provided that if prior to the
effective date of such for-Cause termination Employee has cured the circumstances giving rise to the Cause (if capable of being cured
as provided in Section 2(d)), then such termination shall not be effective.


 


(c) Definition
of “Disability”. For purposes of this Agreement, “Disability” shall mean Employee’s incapacity or inability
to perform Employee’s duties and responsibilities as contemplated herein by reason of a medically determinable mental or physical
impairment for one hundred twenty (120) consecutive days or one hundred and eighty (180) non-consecutive days or more within any one (1)
year period, which impairment can reasonably be expected to result in death or can be expected to last for a continuous period of not
less than six (6) months. The determination that Employee is disabled hereunder, if disputed by the parties, shall be resolved by a physician
reasonably satisfactory to Employee and the Company, at the Company’s expense, and the determination of such physician shall be
final and binding upon both Employee and the Company. Employee hereby consents to such examination and consultation by a physician. The
Company will keep all information it receives as a result of such inquiry and determination confidential and will not use it for any purpose
other than in connection with exercising its rights under this Agreement.


 


(d) Definition
of “Cause”. As used herein, “Cause” shall mean: (i) Employee’s conviction of or a plea of nolo contendere
of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (ii) Employee’s willful failure or
refusal to comply with lawful directions of the Board, which failure or refusal continues for more than ten (10) business days after written
notice is given to Employee, which notice sets forth in reasonable detail the nature of such failure or refusal; (iii) willful and material
breach by Employee of a material written Company policy or under this Agreement, provided Employee does not cure such breach within ten
(10) business days after receiving written notice of the alleged breach; or (iv) misconduct by Employee that materially damages the Company
or any of its affiliates, including but not limited to any reputational damage. Except in the case of (ii) above, it is not necessary
that the Company’s finding of Cause occur prior to Employee’s termination of service.


 


(e) Definition
of “Good Reason”. As used herein, “Good Reason” shall mean any of the following occurrences without Employee’s
consent: (i) relocation of Employee’s principal business location to a location more than twenty-five (25) miles from Employee’s
then-current business location; (ii) a material diminution in Employee’s duties, authority or responsibilities, other than as described
in Section 1 herein; (iii) a material reduction in Employee’s Base Salary (other than an across the board reduction applying to
other Employees of the Company); or (iv) willful and material breach by the Company of its covenants and/or obligations under this Agreement;
provided that, in each of the foregoing clauses (i) through (iv) (A) Employee provides the Company with written notice that Employee intends
to terminate Employee’s employment hereunder for one of the grounds set forth in this Section 2(e) within thirty (30) days of such
ground occurring, (B) if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30)
days from the date of such written notice, and (C) Employee terminates by written notice Employee’s employment within sixty-five
(65) days from the date that Employee provides the notice contemplated by clause (A) of this Section 2(e). For purposes of clarification,
the above-listed conditions shall apply separately to each occurrence of Good Reason, and failure to adhere to such conditions in the
event of Good Reason shall not disqualify Employee from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes
of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not
cause adverse tax consequences for either party with respect to Section 409A (“Section 409A”) of the Internal Revenue Code
of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.


 






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3. Compensation.


 


(a) Base
Salary. Retroactive to September 1, 2021, the Company agrees to increase Employee’s base salary (the “Base Salary”)
from an annual rate of Two Hundred Ninety Thousand Dollars ($290,000.00) to an annual rate of Three Hundred Seventy-Five Thousand Dollars
($375,000.00). The Base Salary shall be payable in substantially equal periodic installments in accordance with the Company’s payroll
practices as in effect from time to time. The Company agrees to pay Employee the difference in Base Salary earned between September 1,
2021 and the Effective Date in the next regularly scheduled pay period following the Effective Date. The Company shall deduct from each
such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Employee
participates. The Board or an appropriate committee thereof shall, on an annual basis, review the Base Salary, which may be adjusted at
the Company’s discretion. The amount of such salary increase, if any, will be determined by the Board or the Company in its discretion.


 


(b) Annual
Performance Bonus. Employee shall be eligible to receive an annual cash bonus (the “Annual Performance Bonus”) pursuant
to the Company’s bonus plan offered to Company Employees. The Annual Performance Bonus shall be based on performance and achievement
of Company goals and objectives as defined by the Board or Compensation Committee. The amount of the Annual Performance Bonus shall be
determined by the Board or Compensation Committee in its sole discretion, and shall be paid to Employee no later than March 15th
of the calendar year immediately following the calendar year in which it was earned. Except as provided herein and in Section 4,
Employee must be employed by the Company on the date that the Annual Performance Bonus is paid to Employee in order to be eligible for,
and to be deemed as having earned, such Annual Performance Bonus. Starting in calendar year 2022 and thereafter during the Term, Employee’s
Annual Performance Bonus shall equal forty percent (40%) of Employee’s Base Salary (the “Target Bonus”) if target levels
of performance are achieved. The Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld
under applicable law or under any employee benefit plan in which Employee participates. The Company, with advance approval from the Board,
acknowledges and agrees that, subject to continued employment through the end of calendar year 2021, Employee shall be entitled to an
Annual Performance Bonus for work performed in the 2021 calendar year in the amount of Two Hundred Thousand Dollars ($200,000.00) (the
“2021 Bonus”).


 


(c) Retention
Bonus. If Employee remains employed through each installment payment date (as defined below), the Company will pay Employee a retention
bonus equal to Three Hundred Seventy-Five Thousand Dollars ($375,000.00) (the “Retention Bonus”) subject to all applicable
taxes and withholdings, payable in two (2) installments as follows: (1) One Hundred Eighty Seven Thousand Five Hundred Dollars ($187,500.00)
paid to you on the Company’s first regular payroll date occurring six (6) months after September 1, 2021 (the “first installment
payment date”) and (2) One Hundred Eighty Seven Thousand Five Hundred Dollars ($187,500.00) paid to you on the Company’s first
regular payroll date occurring twelve (12) months after September 1, 2021 (the “second installment payment date”). In order
to earn and receive the Retention Bonus, other than as provided below in Sections 4(d), 4(e) and 4(f), Employee must continue to be actively
employed by the Company and in good standing as of each installment payment date.


 




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(d) Equity.
In addition to the equity awards currently outstanding, Employee will be eligible to be considered for the grant of stock options and/or
other equity-based awards commensurate with Employee’s position and responsibilities. The amount, terms and conditions of any stock
option or other equity-based award will be determined by the Board or an appropriate committee thereof in its discretion and set forth
in the applicable equity plan and other documents governing the award. Employee shall retain all options granted by the Company prior
to the date of this Agreement, which shall continue to be governed by the terms and conditions of the applicable Equity Incentive Plan
and option agreement.


 


(e) Paid Time
Off. Employee is permitted unlimited discretionary paid time off for vacation and personal leave, (i) provided that this does not
negatively impact Employee’s duties to Company (contemplated in Section 1 of this Agreement) in a material manner, (ii) subject
to limitations for short and long-term disability, and (iii) to the extent such benefit continues to be extended to other Employees of
the Company. Employee shall not accrue any paid time off and no such paid time off shall be paid/owed to Employee at the time of termination—regardless
of the circumstances of Employee’s termination of employment.


 


(f) Fringe
Benefits. Employee shall be entitled to participate in all benefit/welfare plans and fringe benefits provided to Company senior Employees.
Employee understands that, except when prohibited by applicable law, the Company’s benefit plans and fringe benefits may be amended
by the Company from time to time in its sole discretion. The terms of any such benefits shall be governed by the applicable plan documents
and Company policies in effect from time to time (and, to the extent this Agreement conflicts with such terms, the terms of such benefit
plans shall govern).


 


(g) Reimbursement
of Expenses. The Company shall reimburse Employee for all ordinary and reasonable out-of-pocket business expenses incurred by Employee
in furtherance of the Company’s business in accordance with the Company’s policies with respect thereto as in effect from
time to time. Employee must submit any request for reimbursement no later than ninety (90) days following the date that such business
expense is incurred. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of
Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s
lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during
a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible
expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the
right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


(h) Indemnification.
Employee shall be entitled to indemnification with respect to Employee’s services provided hereunder pursuant to Delaware law, the
terms and conditions of the Company’s certificate of incorporation and/or by-laws, and the Company’s standard indemnification
agreement for directors and officers as executed by the Company and Employee. Employee shall be entitled to coverage under the Company’s
Directors’ and Officers’ (“D&O”) insurance policies that it may hold now or in the future to the same extent
and in the same manner (i.e., subject to the same terms and conditions) to which the Company’s other officers are entitled to coverage
under any of the Company’s D&O insurance policies.


 


(i) Forfeiture/Clawback.
All compensation shall be subject to any forfeiture or clawback policy established by the Company generally for senior Employees from
time to time and any other such policy required by applicable law.


 




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4. Payments Upon Termination.


 


(a) Definition
of Accrued Obligations. For purposes of this Agreement, “Accrued Obligations” means: (i) the portion of Employee’s
Base Salary that has accrued prior to any termination of Employee’s employment with Company and has not yet been paid; (ii) the
amount of any expenses properly incurred by Employee on behalf of the Company prior to any such termination and not yet reimbursed; and
(iii) any vested benefits Employee may have under any employee benefit plan through the termination date, which vested benefits shall
be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement. Employee’s
entitlement to any other compensation or benefit under any Company plan shall be governed by and determined in accordance with the terms
of such plans, except as otherwise specified in this Agreement.


 


(b) Termination
by the Company for Cause. If Employee’s employment hereunder is terminated by the Company for Cause, then the Company shall
pay the Accrued Obligations to Employee within the time provided by law for terminated employees and the Company shall have no further
obligations to Employee under this Agreement.


 


(c) Termination
by Employee Without Good Reason. If Employee’s employment hereunder is terminated by Employee without Good Reason, then the
Company shall pay the Accrued Obligations within the time provided by law and, within thirty (30) days of the date of termination of Employee’s
employment, the Company shall pay the 2021 Bonus, if termination pursuant to this subsection occurs following December 31, 2021 and the
2021 Bonus is unpaid (the “Accrued Bonus”). In the event that Employee’s employment is terminated by Employee without
Good Reason in calendar year 2021, the Company shall pay Employee a prorated Annual Performance Bonus for calendar year 2021, as provided
in Section 3(b) above. The Company shall have no further obligations to Employee under this Agreement.


 


(d) Termination
as a Result of Employee’s Disability or Death. If Employee’s employment hereunder terminates as a result of Employee’s
Disability or death, the Company shall pay to Employee within the time provided by law (i) the Accrued Obligations, (ii) the Accrued Bonus,
if applicable, and (iii) if termination pursuant to this subsection occurs prior to September 1, 2022, payment of a portion of the Retention
Bonus, pro-rated for the actual number of days Employee is employed between September 1, 2021 and the date of termination, paid in accordance
with the Company’s normal payroll practices in the payroll period following the date of termination, less all customary and required
taxes and employment-related deductions. The Company shall have no further obligations with respect to any benefit or compensation under
this Agreement to Employee hereunder.


 


(e) Termination
by the Company Without Cause or by Employee For Good Reason. In the event that Employee’s employment is terminated by action
of the Company without Cause, or Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations
and the Accrued Bonus, Employee shall receive the following, subject to the terms and conditions described in Section 4(g) (including
Employee’s execution of the Release (as defined herein)):


 


(i) Severance
Payments. Continuation of payments in an amount equal to Employee’s then-current Base Salary for a six (6) month period, less
all customary and required taxes and employment-related deductions, in accordance with the Company’s normal payroll practices (provided
such payments shall be made at least monthly) (the “Severance Payments”).


 


(ii) Prorated
Retention Bonus Payment. Payment of a portion of the Retention Bonus, pro-rated for the actual number of days Employee is employed
between September 1, 2021 and the date of termination, paid in accordance with the Company’s normal payroll practices in the payroll
period following the date of termination, less all customary and required taxes and employment-related deductions.


 




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(iii) Benefits
Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to provide Employee medical insurance coverage
to the same extent that such insurance continues to be provided to similarly situated Employees at the time of Employee’s termination
with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Employee as in effect
on the last day of employment (the “COBRA Payment”), until the earlier to occur of: (A) six (6) months following Employee’s
termination date, or (B) the date Employee becomes eligible for medical benefits with another employer. Notwithstanding the foregoing,
if Employee’s COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result in adverse
tax consequences to Employee, the Company shall, in lieu of the COBRA Payment, provide Employee with an equivalent monthly cash payment,
minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Employee is eligible to
receive the COBRA Payment. Employee shall bear full responsibility for applying for COBRA continuation coverage and the Company shall
have no obligation to provide Employee such coverage if Employee fails to elect COBRA benefits in a timely fashion.


 


Payment of the
above described severance payments and benefits are expressly conditioned on Employee’s execution without revocation of the Release
and return of Company property under Section 6. The Company will commence payment of the Severance Payments and the COBRA Payment on the
first payroll date following the date on which the Release required by Section 4(g) becomes effective and non-revocable, provided, that
if the 60-day period during which the Release is required to become enforceable and irrevocable crosses a tax year, then the payments
will be delayed until such subsequent calendar year; provided further that if such payments are delayed until such subsequent year, the
first such payment shall be a lump sum in an amount equal to the payments that would have come due since Employee’s separation from
service.


 


(f) Termination
by the Company Without Cause or by Employee For Good Reason Following a Change of Control. In the event that a Change of Control
of the Company (as defined below) occurs and (a) within a period of one (1) year following the Change of Control, or (b) within a period
of ninety (90) days preceding the Change of Control if the termination is related to the Change of Control, Employee’s employment
is terminated without Cause, or Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations
and the Accrued Bonus, Employee shall receive the following, subject to the terms and conditions described in Section 4(g) (including
Employee’s execution of the Release):


 


(i) Lump
Sum Severance Payment. Payment of a lump sum amount equal to the sum of twelve (12) months of Employee’s then-current Base
Salary, less all customary and required taxes and employment-related deductions (the “Lump Sum Severance Amount”),


 


(ii) 
Equity Acceleration. On the date of termination of Employee’s employment, Employee shall become fully vested in any and all
equity awards outstanding as of the date of Employee’s termination and this provision shall supersede any option acceleration provision
contained in any option agreement outstanding on the Effective Date.


 


(iii) Retention
Bonus Acceleration. Payment of any unpaid portion of the Retention Bonus described in Section 3(c), if any, less all customary and
required taxes and employment-related deductions.


 


(iv) Benefit
Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under COBRA, the Company shall continue
to provide Employee medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated Employees
at the time of Employee’s termination with the cost of the regular premium for such benefits shared in the same relative proportion
by the Company and Employee as in effect on the last day of employment, until the earlier to occur of: (A) twelve (12) months following
Employee’s termination date, or (B) the date Employee becomes eligible for medical benefits with another employer. Notwithstanding
the foregoing, if Employee’s COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result
in adverse tax consequences to Employee, the Company shall, in lieu of the COBRA Payment, provide Employee with an equivalent monthly
cash payment, minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Employee
is eligible to receive the COBRA Payment. Employee shall bear full responsibility for applying for COBRA continuation coverage and the
Company shall have no obligation to provide Employee such coverage if Employee fails to elect COBRA benefits in a timely fashion.


 




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Payment of the
above described severance payments and benefits are expressly conditioned on Employee’s satisfaction of the conditions set forth
in Section 4(g), including but not limited to the execution without revocation of the Release, and return of Company property under Section
6. In the event that Employee is eligible for the severance payments and benefits under this Section 4(f), Employee shall not be eligible
for any of the severance payments and benefits as provided in Section 4(e). The Company will pay the Lump Sum Severance Amount and will
commence payment of the COBRA Payment on the first payroll date following the date on which the Release required by Section 4(g) becomes
effective and non-revocable, provided, that if the 60 day period during which the Release is required to become enforceable and irrevocable
crosses a tax year, then the payments will delayed until such subsequent calendar year; provided further that if such payments are delayed
until such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since
Employee’s separation from service.


 


As used herein, a
“Change of Control” shall mean the occurrence of any of the following events: (i) Ownership. Any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial
Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for
this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company, or by any
employee benefit plan of the Company) pursuant to a transaction or a series of related transactions; or (ii) Merger/Sale of Assets.
(A) A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of
such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) or the consummation of the
sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) Change in Board Composition.
A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement,
or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent
Directors, or by a committee of the Board made up of at least a majority of the Incumbent Directors, at the time of such election or
nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors).


 


(g) Execution
of Severance Agreement and Release of Claims. The Company shall not be obligated to pay Employee any of the severance payments or
benefits described in this Section 4 unless and until Employee has executed (without revocation) a severance agreement and release of
claims as described below (the “Release”). The Release shall contain reasonable and customary provisions including a general
release of claims against the Company and its affiliated entities and each of their officers, directors and employees as well as provisions
concerning non-disparagement, non-competition, non-solicitation, confidentiality, cooperation and the like. The Release must be provided
to Employee not later than fifteen (15) days following the effective date of termination of Employee’s employment by the Company
and executed by Employee and returned to the Company within sixty (60) days after such effective date. If Employee fails or refuses to
return the Release within such 60-day period, Employee’s severance payments and benefits to be paid hereunder shall be forfeited.


 




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(h) No
Other Payments or Benefits Owing. Except as expressly set forth herein, the payments and benefits set forth in this Section 4: (a)
shall be the sole amounts owing to Employee upon termination of Employee’s employment for the reasons set forth above, and Employee
shall not be eligible for any other payments or other forms of compensation or benefits; (b) shall be the sole remedy, if any, available
to Employee in the event that Employee brings any claim against the Company relating to the termination of Employee’s employment
under this Agreement; and (c) shall not be subject to set-off by the Company or any obligation on the part of Employee to mitigate or
to offset compensation earned by Employee in other pursuits after termination of employment, other than as specified herein with respect
medical benefits provided by another employer.


 


5. Confidentiality;
Prohibited Competition and Solicitation; Inventions Assignment. In light of the competitive and proprietary aspects of the business
of the Company, in exchange for the agreed upon fair and reasonable consideration set forth herein, and as a condition of employment hereunder,
Employee agrees to execute and abide by the Company’s Employee Covenants, attached as Exhibit A hereto.


 


6. Property
and Records. Upon the termination of Employee’s employment hereunder for any reason or for no reason, or if the Company
otherwise requests, Employee shall: (a) return to the Company all tangible business information and copies thereof (regardless how
such confidential information or copies are maintained), and (b) deliver to the Company any property of the Company which may be in
Employee’s possession, including, but not limited to, devices, smart phones, laptops, cell phones (the foregoing,
“electronic devices”), products, materials, memoranda, notes, records, reports or other documents or photocopies of the
same. Employee may retain copies of any exclusively personal data contained in or on the Company-owned electronic devices returned
to the Company pursuant to the foregoing. The foregoing notwithstanding, Employee understands and agrees that the Company property
belongs exclusively to the Company, it should be used for Company business, and Employee has no reasonable expectation of privacy on
any Company property or with respect to any information stored thereon.


 


7. Cooperation.
During the Term and after Employee’s employment, Employee shall fully cooperate with the Company to the extent reasonable in the
defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company
(other than claims directly or indirectly against Employee) which relate to events or occurrences that transpired while Employee was employed
by the Company; provided that the Company shall make reasonable efforts to minimize disruption of Employee’s other activities.
Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being reasonably available
to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.
During the Term and after Employee’s employment, Employee also shall fully cooperate with the Company to the extent reasonable in
connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while Employee was employed by the Company. The Company shall reimburse Employee for any reasonable
out-of-pocket expenses incurred in connection with Employee’s performance of obligations pursuant to this section.


 




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8. Code Sections 409A
and 280G.


 


(a) In the
event that the payments or benefits set forth in Section 4 of this Agreement constitute “non-qualified deferred compensation”
subject to Section 409A, then the following conditions apply to such payments or benefits:


 


(i) Any
termination of Employee’s employment triggering payment of benefits under Section 4 must constitute a “separation from service”
under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the
extent that the termination of Employee’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i)
of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Employee
to the Company at the time Employee’s employment terminates), any such payments under Section 4 that constitute deferred compensation
under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i)
of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 8(a) shall not cause any forfeiture of benefits
on Employee’s part, but shall only act as a delay until such time as a “separation from service” occurs.


 


(ii) Notwithstanding
any other provision with respect to the timing of payments under Section 4 if, at the time of Employee’s termination, Employee is
deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited
only to the extent necessary to comply with the requirements of Section 409A, any payments to which Employee may become entitled under
Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st)
business day of the seventh (7th) month following the termination of Employee’s employment,
at which time Employee shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Employee under
the terms of Section 4.


 


(b) It is
intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate
“payment” for purposes of Section 409A. Neither the Company nor Employee shall have the right to accelerate or defer the delivery
of any such payments or benefits except to the extent specifically permitted or required by Section 409A.


 


(c) Notwithstanding
any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that
avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties
under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Employee acknowledges and agrees that the
Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement,
including but not limited to consequences related to Section 409A.


 


(d) If any
payment or benefit Employee would receive under this Agreement, when combined with any other payment or benefit Employee receives pursuant
to a Change of Control (for purposes of this section, a “Payment”) would: (i) constitute a “parachute payment”
within the meaning of Section 280G the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then such Payment shall be either: (A) the full amount of such Payment; or (B) such lesser amount
(with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the
Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employments taxes, income
taxes, and the Excise Tax, results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding
that all or some portion of the Payment may be subject to the Excise Tax. Notwithstanding the foregoing, if, prior to the closing of an
initial public offering, any Payment can be exempt from the definition of “parachute payment” and the Excise Tax pursuant
to the shareholder approval requirements described in Treas. Regs. § 1.280G-1, Q&A 6, the Company will, at Employee’s election
(and subject to Employee signing an appropriate waiver) seek shareholder approval to exempt such Payment from the definition of “parachute
payment” and the Excise Tax.


 




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9. General.


 


(a) Notices.
Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be
delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier
upon written verification of receipt; (iii) by telecopy or electronic mail transmission provided acknowledgment of receipt of electronic
transmission is provided; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.


 


Notices to Employee shall be sent to the last known address
in the Company’s records or such other address as Employee may specify in writing.


 


Notices to the Company shall be
sent to:


 


Chief Legal Officer


XL Fleet Corp.


145 Newton Street


Brighton, MA 02315


Attn: James Berklas


 


or to such other the Company representative as the Company
may specify in writing, with a copy to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


One Financial Center


Boston, MA 02111


Attn: Thomas Burton, Esq.


 


(b) Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties
hereto.


 


(c) Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not
constitute a continuing waiver or consent.


 


(d) Assignment.
The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the
Company’s business or that aspect of the Company’s business in which Employee is principally involved. Employee may not assign
Employee’s rights and obligations under this Agreement without the prior written consent of the Company.


 


(e) Governing
Law/Dispute Resolution. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with
and governed by the law of the State of Connecticut without giving effect to the conflict of law principles thereof. Any legal action
or proceeding with respect to this Agreement shall be brought in the courts of the State of Connecticut or of the United States of America
for the District of Connecticut. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect
of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts.


 


(f) Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 




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(g) Entire
Agreement. This Agreement, together with the other agreements specifically referenced herein, embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. For the avoidance of doubt, this Agreement is intended to terminate and supersede any employment
agreement, offer letter or other employment-related agreement by and between Employee and the Company, any Company subsidiary or predecessor
entity, including, without limitation, the Offer Letter and the Employee Covenants Agreement executed by Employee on December 30, 2020.
No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or
be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


(h) Counterparts.
This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes an electronic signature
shall be treated as an original.


 


(g) Employee’s
Attorney’s Costs. Upon presentation of appropriate documentation, the Company shall reimburse Employee for reasonable attorney’s
costs incurred by Employee in connection with the preparation of this Agreement up to a maximum of Five Thousand Dollars ($5000.00),
which shall be paid within thirty (30) days of the Company’s receipt of an attorney invoice or appropriate documentation.


 


[SIGNATURE
PAGE FOLLOWS]


 






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


 


	 	XL FLEET CORP.
	 	 	 
	 	By:	/s/ Colleen Calhoun
	 	Name: 	Colleen Calhoun
	 	Title:	Vice President
	 	 	 
	 	EMPLOYEE
	 	 	 
	 	By:	/s/ James Berklas
	 	Name:	James Berklas




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Exhibit A


 




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