Exhibit 10.21


 


March 23, 2021


 


Ms. Amy Ard


 


Dear Amy:


 


This letter agreement amends and restates
the offer letter between you and Proterra Inc. (the “Company”), dated April 17, 2017, as amended, (the “Prior
Agreement”) effective March 1, 2021.


 


You will continue to work in the role
of Chief Financial Officer, reporting to the Company’s Chief Executive Officer.


 


1. Cash
Compensation. In this position, the Company will pay you an annual base salary payable in accordance with the
Company’s standard payroll schedule. Your pay will be periodically reviewed as a part of the Company’s regular reviews
of compensation.


 


2. Employee
Benefits. You will continue to be eligible to participate in a number of Company- sponsored benefits to the extent that you
comply with the eligibility requirements of each such benefit plan. The Company, in its sole discretion, may amend, suspend or
terminate its employee benefits at any time, with or without notice. In addition, you will be entitled to paid vacation in
accordance with the Company’s vacation policy, as in effect from time to time.


 


3. Termination
Benefits. You will continue to be eligible to receive certain change in control and severance payments and benefits under
the Severance Agreement by and between you and the Company, dated September 11, 2018 (the “Severance Agreement”),
attached to this offer letter as Exhibit A.


 


4. Confidentiality
Agreement. By signing this letter agreement, you reaffirm the terms and conditions of the Confidential Information,
Invention Assignment and Arbitration Agreement by and between you and the Company.


 


5. No Conflicting
Obligations. You understand and agree that by signing this letter agreement, you represent to the Company that your
performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your
employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the
Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the
Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to
which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such
information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information
belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or
otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time
as any non-solicitation obligation expires.


 


6. Outside
Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting
or other business activity without the written consent of the Company. In addition, while you render services to the Company, you
will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any
employees or consultants of the Company.


 






     


     


    

 


7. General
Obligations. As an employee, you will be expected to continue to adhere to the Company’s standards of professionalism,
loyalty, integrity, honesty, reliability and respect for all. You will also be expected to continue to comply with the
Company’s policies and procedures. The Company is an equal opportunity employer.


 


8. At-Will
Employment. Your employment with the Company continues to be for no specific period of time. Your employment with the
Company will continue to be on an “at will” basis, meaning that either you or the Company may terminate your employment
at any time for any reason or no reason. The Company also reserves the right to modify or amend the terms of your employment at any
time for any reason. Any contrary representations which may have been made to you are superseded by this letter agreement. This is
the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and
benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will”
nature of your employment may only be changed in an express written agreement signed by you and the Company’s Board of
Directors.


 


9.
Withholdings. All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.


 


10. 
Section 409A. It is intended that all of the severance benefits and other payments payable under this
letter agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code” and “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4),
1.409A-1(b)(5) and 1.409A-1(b)(9), and this letter agreement will be construed to the greatest extent possible as consistent with those
provisions, and to the extent not so exempt, this letter agreement (and any definitions hereunder) will be construed in a manner that
complies with Section 409A. All payments and benefits that are payable upon a termination of employment hereunder shall be paid or provided
only upon your “separation from service” from the Company (within the meaning of Section 409A).


 


[SIGNATURE
PAGE FOLLOWS]


 






     


     


    

 


This letter
agreement supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company
regarding the matters described in this letter (other than the Severance Agreement), including, without limitation, the Prior Agreement.
This letter will be governed by the laws of California, without regard to its conflict of laws provisions.


 





	 	Very truly yours,
	 	 	 
	 	PROTERRA INC.
	 	 	 
	 	/s/ Kelly Scheib
	 	 	 
	 	By:	Kelly Scheib
	 	 	 
	 	Vice President of Human Resources



 


 


ACCEPTED AND AGREED:


 


/s/ Amy Ard





 



 


Date: 3/23/2021





 



 


 


[signature
page to amended and restated offer letter]