EX-10.7





 Exhibit 10.7 
  





 
 October 28, 2020 
 Rich
Riley 
 Via email to: rriley@originmaterials.com 
 Dear Rich,

 We are pleased to confirm our offer to have you join Micromidas, Inc., dba Origin Materials (“the Company”) as a
Co-Chief Executive Officer (“Co-CEO”). Your starting annual salary will be $58,240. Upon the closing by the Company of a financing, in one or a series of
transactions, which may take multiple forms, of at least $10,000,000 (a “Closing”), your salary will adjust to $400,000 and you will be paid a bonus. The bonus amount will be equal to the difference between what you have been paid from
your start date through the date of the Closing at your starting salary of $58,240/year and what you would have been paid during that same period had your annualized salary been $400,000/year. Your start date will be 10/28/20. 

In addition, you have been granted an option (“Option 1”) to purchase up to 750,000 shares of the Company’s common stock per the 2020 Equity
Incentive Plan (the “Plan”), subject to vesting (and other terms and conditions) set forth in your Stock Option Grant Notice (“Notice”). In particular, however, 1/48th of the total shares will vest each month on the same day of
the month as the Vesting Commencement Date (or if there is no corresponding day, on the last day of the month), subject to your Continuous Service as of each such date. If you are terminated for any reason except Cause (as defined in the Plan) you
will become vested in shares equal to six months of vesting under Option 1. If there is a Change in Control (as defined in the Plan) and you are terminated for any reason except Cause, then the then-unvested portion of Option 1 will immediately
vest. 
 Subject to shareholder consent, you will also be granted an option (“Option 2”) to purchase 450,000 shares of the Company’s Common
stock that vest contingent upon the occurrence of certain milestones set forth in the Board-approved Management Incentive Plan, separately provided to you and summarized below: 

 

									
	Milestone	  	Valuation	 	  	Options Vested	 
	 Close $100M
	  	$	688,823,094	 	  	 	100,000	 
	 $30.00
	  	$	900,000,000	 	  	 	100,000	 
	 $50.00
	  	$	1,500,000,000	 	  	 	100,000	 
	 $75.00
	  	$	2,250,000,000	 	  	 	150,000	 

 The general descriptions of your option grants in this letter are only a summary for your reference. All option grants are
subject to the specific terms and conditions of the Notice and Plan. 
 In addition, and subject to shareholder consent, you will be elected to the
Company’s Board of Directors as voting member for so long as you continue in your role as Co-CEO or as the Board and shareholders may otherwise determine pursuant to the Company’s bylaws and charter.

 T:916.231.9329 F:916.231.9331                    930
Riverside Parkway, West Sacramento, CA 95605                originmaterials.com 












 



 
 Your employment with the Company is on an at-will basis. That means that both you
and the Company have the right to terminate employment at any time, with or without advance notice, and with or without cause. You also may be demoted or disciplined, and the terms of your employment may be altered at any time, with or without
cause, at the discretion of the Company. No one other than an officer of the Company has the authority to alter this arrangement, to enter into an agreement for employment for a specified period of time, or to make any agreement contrary to this
policy, and any such agreement must be in writing and must be signed by you and an officer of the Company. 
 You also must establish your identity and
authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this
document and bring the appropriate original documentation on your first day of work. 
 Origin Materials has an excellent benefits program including paid
holidays and time off, comprehensive medical and dental plans, life insurance, and a long-term disability plan. 
 This letter sets forth our entire
agreement and understanding regarding the terms of your employment with Origin Materials and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified in any way except in a writing signed by me or
another authorized Company representation (other than yourself) and you. Please confirm your decision to join Origin Materials by signing a copy of this offer letter and returning it to us. Your offer is contingent upon (1) successful
completion of a routine background investigation and references; (2) signing of the Origin Materials Employee Proprietary Information and Invention Assignment Agreement. 

Very truly yours, 
  

			
	Micromidas, Inc. (dba Origin Materials)
		
	By:	 	 /s/ John Bissell

		 	John Bissell, CEO
		
	Dated:	 	2020-11-17 | 07:26 PST
	
	I have read and accept this employment offer:
		
	By:	 	 /s/ Rich Riley

		 	Rich Riley
		
	Dated:	 	2020-11-17 | 07:27 PST

 T:916.231.9329
F:916.231.9331                    930 Riverside Parkway, West Sacramento, CA
95605                originmaterials.com