Exhibit 10.23


 


 


 


September 9, 2021


 


Ashley Johnson


ashleyjohnson@planet.com


 


		Re:	Directorship



 


Dear Ashley:


 


On behalf of
Voltus, Inc. (the “Company”), I thank you for agreeing to be a member of the Company’s Board of Directors
(the “Board”). The Company looks forward to your expertise as it grows and strives to bring substantial value
to its stakeholders. This offer letter (this “Offer’) confirms the understanding and agreement between you and
the Company with respect to your role as a director of the Company (a “Director”).


 


		1.	Tenure. You will be appointed as a Director as soon as
practicable after the date hereof (the “Appointment Date”) and your tenure will continue in accordance with
the Company’s Certificate of Incorporation, Bylaws, stockholder agreements and the Delaware General Corporation Law, as amended
(the “DGCL”). In addition, in connection with the Company’s first public offering of its securities or
at any time once the Company’s (or its successor’s) securities are listed on a nationally recognized stock exchange (e.g.,
Nasdaq, NYSE, etc.), you will be appointed as Chairperson of the Audit Committee of the Board (the “Audit Committee”).



 


		2.	Responsibilities and Duties.



 


		a.	Position. Subject to the terms and provisions of this
Offer and the DGCL, you hereby agree to serve as a Director and, if applicable, Chairperson of the Audit Committee. You shall perform
such duties and responsibilities as are normally related to such positions in accordance with the Company’s Certificate of Incorporation
and Bylaws and the DGCL, including, without limitation, providing the Company with fiduciary oversight, strategic guidance, and organizational
planning (collectively, the “Services”). You agree to use your best efforts to provide the Services.



 


		b.	Other Activities. You may be employed by another entity,
may serve on other boards of directors or advisory boards, and may engage in any other business activity, as long as such outside activities
do not violate your obligations under the DGCL, or your fiduciary obligations to the Company and its stockholders.



 


		3.	Compensation. As full and complete recognition for your
time and contributions as a Director, you shall be compensated as follows:



 


		a.	Cash Payment.
                                            The Company shall pay you an annual cash retainer for your service as a (i) Director in an
                                            amount equal to $35,000 and (ii) if applicable, Chairperson of the Audit Committee in an
                                            amount equal to $15,000, pro-rated for any partial calendar year of service (the “Annual
                                            Cash Retainers”). The Annual Cash Retainers will be paid in quarterly payments
                                            in arrears promptly following the end of each calendar quarter. The foregoing cash compensation
                                            will be superseded and replaced in its entirety by any non-employee director compensation
                                            policy that is adopted by the Company (or its successor) in connection with its first public
                                            offering of its securities or at any time once the Company’s (or its successor’s)
                                            securities are listed on a nationally recognized stock exchange (e.g., Nasdaq, NYSE, etc.).



 







     


     


    

 


		b.	Equity Award. In connection with entering into this
offer letter, following the Appointment Date, the Company will recommend to the Board that it grant you restricted stock unit covering
11,553 shares of the Company’s common stock (the “RSU”), provided that you are serving as a Director
on the date of grant. Subject to your continued service as a Director through the applicable vesting date, the shares underlying the
RSU will vest over three years with 1/3 of such shares vesting on each anniversary of the Appointment Date. The RSU will otherwise be
subject to the terms and conditions of the Company’s 2016 Equity Incentive Plan (the “Plan”) and a restricted
stock unit agreement to be entered into between you and the Company.



 


		c.	Taxes, Etc. You shall bear sole responsibility for
payment on your behalf of any federal, state, and local income tax withholding, social security taxes, or any other tax applicable to
your cash and equity compensation hereunder.



 


		4.	Reimbursement of Expenses. The Company will reimburse
you for all reasonable travel and other expenses incurred in the performance of your duties on behalf of the Company. Reimbursement will
be made upon the submission of a written itemized expense claim and proper supporting documentation within a reasonable time after such
expenses have been incurred and in accordance with the Company’s policies and procedures.



 


		5.	Indemnification. The Company shall indemnify and defend
you against any liability incurred in connection with your performance of the Services as a Director hereunder to the fullest extent
authorized by the DGCL and the Company’s Certificate of Incorporation and Bylaws. The Company has purchased Director’s and
Officer’s liability insurance, and you shall be entitled to the protection of any insurance policies the Company maintains for
the benefit of its Directors and officers, subject to the terms and conditions of such policies, against all costs, charges, and expenses
in connection with any action, suit, or proceeding to which you may be made a party by reason of your affiliation with the Company or
affiliates.



 


[Signature page follows.]


 




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Once again, I would like to express our
gratitude for your enthusiasm and commitment to the Company, and it is with great excitement that we welcome you to jointly enter this
period of rapid growth and accomplishment for our business.


 


		Very truly yours,
	 	 
		/s/ Gregg Dixon
		Gregg Dixon, CEO



 


	ACCEPTED AND AGREED TO

 AS OF THE DATE BELOW:	 
	 	 
	/s/ Ashley Johnson	 
	Ashley Johnson	 



 


 


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