Exhibit 10.1


 


EXECUTIVE RETENTION AGREEMENT


 


This Executive Retention
Agreement (the “Agreement”) is made and entered into as of May 19, 2017 (the “Effective Date”)
by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and Stephen S. Burns (the
“Executive”).


 


Recitals:


 


WHEREAS, the Executive
is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the
markets in which the Company competes; and


 


WHEREAS, the Company
and the Executive desire to enter into this Agreement to encourage the Executive to continue to devote the Executive’s full
attention and dedication to the success of the Company, and to provide specified compensation and benefits to the Executive in
the event of a Termination Upon Change of Control or certain other terminations pursuant to the terms of this Agreement.


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE
AS FOLLOWS:




 


1.       PURPOSE
AND TERM; DUTIES


 


1.1       The
purpose of this Agreement is to provide specified compensation and benefits to the Executive in the event of (i) a Termination
Upon Change of Control or (ii) an Involuntary Termination. Subject to the terms of any applicable written employment agreement
between Company and the Executive (as to which Executive acknowledges no other such agreement exists as of the date hereof), either
the Executive or Company may terminate the Executive’s employment at any time for any reason, with or without notice. The
term of this Agreement shall be the period from the date set forth above until Executive’s employment is terminated for any
reason or this Agreement is terminated by mutual agreement of the parties.


 


1.2       The
Executive’s job responsibilities will comprise of serving as the Chief Executive Officer of the Company managing and
overseeing all operations and matters of the Company in order to establish a successful business and manage growth. In addition,
Executive will undertake such functions as are customarily applicable to Executive’s position, as well as those that are
reasonably assigned to you by the Board.


 


1.3        The
Executive is entitled to four (4) weeks of vacation which will accrue on a pro-rata basis during the year, in addition to all
public holidays when the office is closed.   Executive will be eligible to participate in all employee benefit plans established
by the Company for its employees from time to time. In accordance with Company policies from time to time, the Company will reimburse
you for all reasonable and proper travel and business expenses incurred by you in the performance of your duties. 


 






    

     

    

  


2.       COMPENSATION
AND TERMINATION GENERALLY


 


2.1       Compensation.


 


2.1.1       Annual
Salary. The Executive’s current base salary of $325,000 per annum, subject to periodic review and modification which
may not be adjusted downward by the Company’s Board of Directors (the “Board”) as may be delegated
to the Compensation Committee of the Board (references herein to the Compensation Committee shall include reference to the Board
if no such Committee exists at any time) at such time or times as it shall determine. The Company’s Compensation Committee
shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s
service with the Company (including, without limitation, stock options or other forms of equity awards).


 


2.1.2       Bonuses.
Executive will be eligible for bonuses based on achievement of performance milestones, calculated
and payable in an amount equal to 25% of the Base Salary (as amended by the Board from time to time) (the “Cash Bonus”),
which shall be payable during any fiscal year upon the Company generating 75% of its projected revenue set forth in the Company’s
budget as established by the Company’s Board of Directors and management and evidenced by the Company’s financial statements
as filed in its Form 10-K Annual Report (the “Revenue Target”). In the event the Company generates 100% or 125% of
its Revenue Target, then the Cash Bonus will be increased to 37.5% and 50% of the Annual Salary, respectively. If such conditions
are fulfilled, the Cash Bonus shall be payable with the next payroll following the latest to occur of the above events, subject
to all applicable deductions required by law.


 


2.1.3       Options.
The Executive will be provided with an initial grant of options to purchase 1,000,000 shares of common
stock, which shall vest over four (4) years in equal quarterly installments of 62,500 shares per quarter commencing June 30, 2017.
 The exercise price of the options shall be $5.28 per share and the term shall be ten years. The Executive has agreed
that such options shall not be exercisable until such time that the Company has adopted its 2017 Stock Incentive Plan and increased
its authorized shares of common stock, which such restriction may be waived by the Board of Directors in its sole discretion.
The Executive may be eligible for additional equity incentive grants, subject to
Executive’s continued employment and satisfactory job performance, which may be made from time to time, by the Board, on
the same terms as other executive employees of the Company. Terms and conditions of all the equity incentive grants, will
be in accordance with the terms of the Company’s Equity Incentive Plan in effect at the time of each such grant.


 


2.2       Termination
of Employment Generally. In the event the Executive’s employment with the Company terminates, for any reason whatsoever
including death or disability the Executive shall be entitled to the benefits described in this Section 2.2.


 


2.2.1       Accrued
Salary and Vacation. All salary and accrued vacation earned through the Termination Date shall be paid to Executive on such
date.


 


2.2.2       Accrued
Bonus Payment. The Executive shall receive a lump sum payment of any actual bonus amount to the extent that all the conditions
for payment of such bonus have been satisfied and any such bonus was earned and is unpaid on the Termination Date.


 


2.2.3       Expense
Reimbursement. Within ten (10) days following submission to the Company of proper expense reports by the Executive, the Company
shall reimburse the Executive for all expenses incurred by the Executive, consistent with the Company’s expense reimbursement
policy in effect prior to the incurring of each such expense, in connection with the business of the Company prior to the Termination
Date.


 






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2.2.4       Equity
Compensation. The period during which the Executive may exercise any rights (“Exercise Period”) under
any outstanding stock options (or any other equity award, including, without limitation, stock appreciation rights and restricted
stock units) granted to the Executive under any equity incentive plan or agreement adopted by the Board of Directors (the “Company
Plans”) shall continue as set forth in such security; provide, however, such Exercise Period shall terminate immediately
in the event Executive is terminated for Cause. Further, in the event the Executive is terminated for Cause or leaves for any reason
except as set forth in Section 4, then the vesting of all outstanding stock options (or any other equity award, including, without
limitation, stock appreciation rights and restricted stock units) shall cease.


 


3.       TERMINATION
UPON CHANGE OF CONTROL


 


3.1       Severance
Payment. In the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive
an amount equal to twelve (12) months of Executive’s Base Salary which shall be paid according to the following schedule:
(i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Termination Date, and
(ii) one-third of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month
anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section
409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section
409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change
of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control,
a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to
the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment
with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination
Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to
be prorated to reflect the full number of months the Executive remained in the employ of the Company; provided, however, that if
Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section
409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive
is terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated
bonus at one hundred percent (100%) with October counting as a full month worked).


 


3.2       Equity
Compensation Acceleration. Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of
all then outstanding stock options (or any other equity award, including, without limitation, stock appreciation rights and restricted
stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject
to any such equity awards granted to the Executive.


 


3.3       COBRA.
If the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee
insurance coverage for the employee only as in effect immediately prior to the Executive’s Termination Upon Change of Control
for a period of twelve (12) months following such Termination Upon Change of Control. The date of the “qualifying event”
for the Executive and any dependents shall be the Termination Date.


 






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3.4       Indemnification.
In the event of the Executive’s Termination Upon Change of Control, (a) the Company shall continue to indemnify the Executive
against all claims related to actions arising prior to the termination of the Executive’s employment to the fullest extent
permitted by law, and (b) if the Executive was covered by the Company’s directors’ and officers’ insurance policy,
or an equivalent thereto, (the “D&O Insurance Policy”) immediately prior to the Change of Control,
the Company or its Successor shall continue to provide coverage under a D&O Insurance Policy for not less than twenty-four
(24) months following the Executive’s Termination Upon Change of Control on substantially the same terms of the D&O Insurance
Policy in effect immediately prior to the Change of Control.


 


4.       INVOLUNTARY
TERMINATION


 


4.1       Severance
Payment. In the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive an amount
equal to twelve (12) months of the Executive’s Base Salary which shall be paid according to the following schedule: (i) a
lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Termination Date, and (ii)
one-fourth of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries
of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of
the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A
of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the
Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum
payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent
that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company
as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and
(b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated
to reflect the full number of months the Executive remained in the employ of the Company; provided, however, that if Section 409A
of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the
Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated
on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one
hundred percent (100%) with October counting as a full month worked).


 


4.2       Equity
Compensation Acceleration. Upon the Executive’s Involuntary Termination, the vesting and exercisability of all then outstanding
stock options (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units)
granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards
granted to the Executive.


 


4.3       COBRA.
In the event of the Executive’s Involuntary Termination, at any time after the expiration of twelve months after the Effective
Date, if the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee
insurance coverage for the employee only as in effect immediately prior to the Executive’s Involuntary Termination for a
period of twelve (12) months following such Involuntary Termination. The date of the “qualifying event” for the Executive
and any dependents shall be the Termination Date.


 






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4.4       Indemnification.
In the event of the Executive’s Involuntary Termination, (a) the Company shall continue to indemnify the Executive against
all claims related to actions arising prior to the Termination Date to the fullest extent permitted by law, and (b) if the Executive
was covered by the D&O Insurance Policy immediately prior to the Termination Date, the Company shall continue to provide coverage
under a D&O Insurance Policy for not less than twenty-four (24) months following the Executive’s Involuntary Termination
on substantially the same terms of the D&O Insurance Policy in effect immediately prior to the Termination Date.


 


5.       FEDERAL
EXCISE TAX UNDER SECTION 280G


 


5.1       Excise
Tax. If (a) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) the Executive
thereby would be subject to any United States federal excise tax due to that characterization, then if Executive would thereby
be in a better after-tax position, the Company may elect, in the Company’s sole discretion, to reduce the amounts payable
under this Agreement or otherwise, or to have any portion of applicable options or restricted stock not vest or become exercisable,
in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code.


 


5.2       Calculation
by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any calculation of the
amount of any excess parachute payments payable by the Executive shall be made in writing by the Company’s independent public
accountants (the “Accountants”) whose conclusion shall be final and binding on the parties. For purposes
of making such calculations, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make the required calculations. The Company shall bear all fees and expenses the
Accountants may charge in connection with these services, but the engagement of the Accountants for this purpose shall be pursuant
to an agreement between the Executive and the Accountants.


 


6.       DEFINITIONS


 


6.1       Capitalized
Terms Defined. Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context
clearly requires a different meaning.


 


6.2       “Base
Salary” means the greater of (a) if applicable, the monthly salary of the Executive in effect immediately prior to the
Change of Control, or (b) the monthly salary of the Executive in effect immediately prior to the Termination Date.


 


6.3       “Cause”
means:


 


		(a)	the Executive willfully failed to follow the lawful written directions
of the Board of Directors of the Company or Executive’s immediate superior; provided that no termination for such Cause shall
occur unless the Executive: (i) has been provided with notice, specifying such willful failure in reasonable detail, of the Company’s
intention to terminate the Executive for Cause; and (ii) has failed to cure or correct such willful failure within thirty (30)
days of receiving such notice; 



 






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		(b)	the Executive engaged in gross misconduct, or gross incompetence
which is materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i)
has been provided with notice, specifying such gross misconduct or gross incompetence in reasonable detail, of the Company’s
intention to terminate the Executive for Cause; and (ii) has failed to cure or correct such gross misconduct within thirty (30)
days of receiving such notice; 



 


		(c)	the Executive willfully failed to comply in any material respect
with the Employee Invention Assignment & Confidentiality Agreement, the Company’s share dealing code, the Employee’s
non-competition agreement or any other reasonable policies of the Company where non-compliance would be materially detrimental
to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice
of the Company’s intention to terminate the Executive for such Cause, and (ii) has failed to cure or correct such willful
failure within thirty (30) days of receiving such notice, provided that such notice and cure period requirements shall not apply
in the event that such non-compliance is of a nature that it is unable to be remedied; or



 


		(d)	is convicted of a felony or crime involving moral turpitude (excluding
drunk driving unless combined with other aggravating circumstances or offenses) or commission of a fraud which the Company reasonably
believes would reflect adversely on the Company.



 


6.4       “Change
of Control” means:


 


		(a)	any “person” (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial
owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company
representing fifty (50%) percent or more of (i) the outstanding shares of common stock of the Company, or (ii) the combined voting
power of the Company’s outstanding securities;



 


		(b)	the Company is party to a merger or consolidation, or series of related
transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly,
at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation;



 


		(c)	the sale or disposition of all or substantially all of the Company’s
assets, or consummation of any transaction, or series of related transactions, having similar effect (other than to a subsidiary
of the Company); 



 






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6.5       
“Company” shall mean Workhorse Group Inc. and, following a Change of Control, any Successor.


 


6.6       “Involuntary
Termination” means:


 


		(a)	any termination without Cause of the employment of the Executive
by the Company; or



 


		(b)	any resignation by Executive for Good Reason where such resignation
occurs within sixty (60) days following the occurrence of such Good Reason.



 


Notwithstanding the foregoing, the term
“Involuntary Termination” shall not include any termination of the employment of the Executive: (1) by the Company
for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the
Executive; (4) that occurs within the period of time to qualify as a “Termination Upon Change of Control”; or (5) as
a result of the voluntary termination of employment by the Executive for any reason other than Good Reason.


 


6.7       
“Good Reason” means the occurrence of any of the following conditions, without the Executive’s written
consent:


 


		(a)	Any act, set of facts or omissions with respect to the Executive
that would, as a matter of applicable law, constitute a constructive termination of the Executive.



 


		(b)	A reduction in the Executive’s Base Salary or, if applicable,
target bonus opportunity (subject to applicable performance requirements with respect to the actual amount of bonus compensation
earned similar to the applicable performance requirements currently in effect), and in the event of a Change of Control, as compared
to Executive’s Base Salary and target bonus opportunity in effect immediately prior to the public announcement of the Change
of Control; provided, however, that this clause (c) shall not apply in the event of a reduction in the Executive’s Base Salary
or, if applicable, target bonus opportunity as part of a Company-wide or executive team-wide cost-cutting measure or Company-wide
or executive team-wide cutback as a result of overall Company performance. 



 


		(c)	The failure of the Company (i) to continue to provide the Executive
an opportunity to participate in any benefit or compensation plans provided to employees who hold positions with the Company comparable
to the Executive’s position, (ii) to provide the Executive all other fringe benefits (or the equivalent) in effect for the
benefit of any employee group which includes any employee who hold a position with the Company comparable to the Executive’s
position, where in the event of a Change of Control, such comparison shall be made relative to the time immediately prior to the
public announcement of such Change of Control); or (iii) continue to provide director’s and officers’ insurance.



 


		(d)	A material breach of this Agreement by the Company, including, in
the event of a Change of Control, failure of the Company to obtain the consent of a Successor to perform all of the obligations
of the Company under this Agreement.



 






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The Executive must first give the Company
an opportunity to cure any of the foregoing within thirty (30) days following delivery to the Company of a written explanation
specifying the specific basis for Executive’s belief that Executive is entitled to terminate employment for Good Reason,
and Executive terminates employment with the Company not later than (30) days following the Company’s failure to cure.




 


6.8       
“Permanent Disability” means that:


 


		(a)	the Executive has been incapacitated by bodily injury, illness or
disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;



 


		(b)	such total incapacity shall have continued for a period of six consecutive
months; and



 


		(c)	such incapacity will, in the opinion of a qualified physician, be
permanent and continuous during the remainder of the Executive’s life.



 


6.9       “Substantive
Functional Equivalent” means that the Executive’s position must:


 


		(a)	be in a substantive area of the Executive’s competence (e.g.,
finance or executive management) and not materially different from the position occupied immediately prior;



 


		(b)	allow the Executive to serve in a role and perform duties functionally
equivalent to those performed immediately prior; and



 


		(c)	not otherwise constitute a material, adverse change in authority,
title, status, responsibilities or duties from those of the Executive immediately prior, causing the Executive to be of materially
lesser rank or responsibility, including requiring the Executive to report to a person other than the Board.



 


6.10       “Successor”
means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.


 


6.11       “Termination
Date” means the date of the termination of the Executive’s employment with the Company.


 


6.12       “Termination
Upon Change of Control” means:


 


		(a)	any termination of the employment of the Executive by the Company
without Cause during the period commencing on or after the date that the Company first publicly announces a definitive agreement
that results in a Change of Control (even though still subject to approval by the Company’s stockholders and other conditions
and contingencies, but provided that the Change of Control actually occurs) and ending on the date which is twelve (12) months
following the Change of Control; or



 






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		(b)	any resignation by Executive for Good Reason where (i) such Good
Reason occurs during the period commencing on or after the date that the Company first publicly announces a definitive agreement
that results in a Change of Control (even though still subject to approval by the Company’s stockholders and other conditions
and contingencies, but provided that the Change of Control actually occurs) and ending on the date which is twelve (12) months
following the Change of Control, and (ii) such resignation occurs at or after such Change of Control and in any event within six
(6) months following the occurrence of such Good Reason.



 


Notwithstanding the foregoing, the term
“Termination Upon Change of Control” shall not include any termination of the employment of the Executive: (1) by the
Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death
of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for any reason other than Good
Reason.


 


7.       EXCLUSIVE
REMEDY


 


7.1       No
Other Benefits Payable. The Executive shall be entitled to no other termination, severance or change of control compensation,
benefits, or other payments from the Company as a result of any termination with respect to which the payments and benefits described
in Section 2 have been provided to the Executive, except as expressly set forth in this Agreement.


 


7.2       No
Limitation of Regular Benefit Plans. Except as may be provided elsewhere in this Agreement, this Agreement is not intended
to and shall not affect, limit or terminate any plans, programs or arrangements of the Company that are regularly made available
to a significant number of employees or officers of the Company, including, without limitation, the Company’s stock option
plans.


 


7.3       Release
of Claims. The payment of the benefits described in Sections 3 and 4 of this Agreement is conditioned upon the delivery by
the Executive to the Company of a signed and effective general release of claims as provided by the Company; provided, however,
that the Executive shall not be required to release any rights the Executive may have to be indemnified by the Company or as otherwise
provided under this Agreement.


 


7.4       Noncumulation
of Benefits. The Executive may not cumulate cash severance payments, stock option vesting and exercisability and restricted
stock vesting under this Agreement, any other written agreement with the Company and/or another plan or policy of the Company.
If the Executive has any other binding written agreement with the Company which provides that, upon a Change of Control or Termination
Upon a Change of Control or Involuntary Termination, the Executive shall receive termination, severance or similar benefits, then
no benefits shall be received by Executive under this Agreement unless, prior to payment or receipt of benefits under this Agreement,
the Executive waives Executive’s rights to all such other benefits, in which case this Agreement shall supersede any such
written agreement with respect to such other benefits.


 


8.       NON-COMPETE;
PROPRIETARY AND CONFIDENTIAL INFORMATION


 


During the term of this Agreement and following
any termination of employment, Executive agrees to continue to abide by the terms and conditions of each of the non-competition
agreement (during the term of such Agreement) and the Employee Invention Assignment & Confidentiality Agreement between the
Executive and the Company.


 






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9.       ARBITRATION


 


9.1       Disputes
Subject to Arbitration. Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse
or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement
or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of
the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or
judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual
property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company
from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or
arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award
of the arbitrator in any court having jurisdiction.


 


9.2       Costs
of Arbitration. All costs of arbitration, including reasonable attorney’s fees of the Executive, will be borne by the
Company, except that if the Executive initiates arbitration and the arbitrator finds the Executive’s claims to be frivolous
the Executive shall be responsible for his own costs and attorneys fees.


 


9.3       Site
of Arbitration. The site of the arbitration proceeding shall be in New York City, New York.


 


10.       NOTICES


 


For purposes of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered or five (5) business days after being mailed, return receipt requested, as follows: (a) if to the Company, attention:
Chief Executive Officer, at the Company’s offices at 100 Commerce Blvd., Loveland, OH 45140 and, (b) if to the Executive,
at the address indicated below or such other address specified by the Executive in writing to the Company. Either party may provide
the other with notices of change of address, which shall be effective upon receipt.


 


11.       MISCELLANEOUS
PROVISIONS


 


11.1       Heirs
and Representatives of the Executive; Successors and Assigns of the Company. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators,
successors, heirs, distributees, devises and legatees. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the Company.


 


11.2       Amendment
and Waiver. No provision of this Agreement shall be modified, amended, waived or discharged unless the modification, amendment,
waiver or discharge is agreed to in writing, specifying such modification, amendment, waiver or discharge, and signed by the Executive
and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance
with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision
or of the same condition or provision at another time.


 






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11.3       Withholding
Taxes. All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required
to be withheld by applicable law.


 


11.4       Severability.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.


 


11.5       Choice
of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State
of Ohio, without regard to where the Executive has his residence or principal office or where he performs his duties hereunder.


 


11.6       No
Duty to Mitigate. The Executive is not required to seek alternative employment following termination, and payments called for
under this Agreement will not be reduced by earnings from any other source.


 


11.7.       Section
409A of the Code. To the extent (a) any payments or benefits to which Employee becomes entitled under this Agreement, or under
any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute
deferred compensation subject to Section 409A of the Code and (b) Employee is deemed at the time of such termination of employment
to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until
the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from
service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or
(ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only
be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty
percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral.
Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether
in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary
in one lump sum (without interest). Any termination of Employee’s employment is intended to constitute a “separation
from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the
payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).
It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of
Code Section 409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term
deferral”).


 


11.8       Entire
Agreement. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein
(whether oral or written and whether express or implied).


 


[SIGNATURE PAGE TO EXECUTIVE RETENTION
AGREEMENT FOLLOWS]


 




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In
Witness Whereof, each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer,
as of the day and year first above written.


 








	 	Executive
	 	 
	 	/s/ Stephen S. Burns
	 	Stephen S. Burns






 


	 	Workhorse
    Group Inc.
	 	 	 
	 	By:	/s/
    Julio Rodriguez
	 	Name:	Julio Rodriguez
	 	Title:	Chief Financial
    Officer


 


 


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