Exhibit 10.1


 





		 	145 Newton St.


Brighton, MA 02135







 



 


March 11, 2022


 


Donald Klein


46 Carolyn Court


Lake Zurich, Illinois 60047


 


Dear Don,


 


On behalf of XL Fleet (the “Company”)
I am pleased to offer you a position as Chief Financial Officer reporting directly to the Chief Executive Officer. This letter
(the “Offer Letter”) describes the terms and conditions of your employment with the Company, subject to the approval of the
Company’s Board of Directors of this Offer Letter and such terms and conditions.


 


Responsibilities:


 


		●	Such duties as are expected and customary for the CFO of a publicly traded growth and innovation-oriented
company. Duties and responsibilities to be established and discussed with the CEO and executive team on an ongoing basis.



 


Offer Specifics:


 


		●	Start
                                            Date: April 11th, 2022, or another mutually
                                            agreed upon date contingent upon the result of a successful background screening.



		●	Salary: You will initially receive a
base salary of $375,000 annually, paid in accordance with Company payroll policies. Your base salary will be reviewed on a periodic basis
in accordance with Company practice.



		●	Sign-On Equity Award: You will be granted
an initial equity award comprised of $700,000 in restricted stock units valued at the closing price of the Company’s common stock
on the date of grant (the “RSUs”). Twenty-five percent (25%) of the RSUs shall vest 12 months after your Start Date; of the
remaining 75%, an additional 25% of such RSUs shall vest every year on the vesting anniversary date for the next three years.



		●	Target Annual Equity Grants. You will be eligible to participate in
the company’s annual equity incentive plan.



		●	Bonus: You will be eligible for an annual
50% of base salary target bonus. The actual payout will be based on personal performance and company performance per calendar year and
paid out in the first quarter of the following year. You must be an active employee at the time of payment to receive the bonus.



		●	Paid Time Off: XL Fleet has adopted
an Open PTO (Paid Time Off) policy, by which each employee is afforded the flexibility to take vacation, take time off for illness and
shift schedules as necessary. The Open PTO plan is only available to full-time, exempt (salaried) employees. Eligible employees do not
“accrue” PTO days as in traditional plans, and so will not be compensated for “unused” PTO time upon termination.
All PTO days require approval from supervisors. Employees are still advised to coordinate with their team members to ensure efficiency
and minimal disruption.



		●	Expenses: The Company shall reimburse
you for all reasonable and appropriate travel, entertainment and other expenses incurred or paid by you in connection with, or related
to, the performance of your duties, in accordance with policies and procedures, and subject to limitations, adopted by the Company from
time to time.



		●	Withholding: All payments made by the
Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.



		●	Health & Welfare Plans: You will
be eligible to participate in all Company Health & Welfare plans starting on the first day of your full-time employment, including
but not limited to: Medical, Dental, Vision, 401k, Life and Disability Insurances.



		●	Conditions of Employment: Your employment
is conditioned on your compliance with the Immigration Reform and Control Act of 1986, which requires employers to verify the employment
eligibility and identity of new employees by requiring such employees to complete an Employment Eligibility Form I-9, which will be forwarded
upon receipt of your acceptance. Please complete and return it and the appropriate required documents listed on the form.



 




     


     


    

 





		 	145 Newton St.


Brighton, MA 02135









 



 


		●	Severance: The Company intends to adopt
a severance policy applicable to its management team. As our CFO, you will be entitled to the severance benefits awarded to other senior
executives of the Company, which will be not less than the following:



 


		o	Non-CIC
                                            Termination without Cause or for Good Reason unrelated to your job performance:



		§	Salary: 6 months



		§	Benefits Continuation: 6 months



		§	Unvested Equity: Forfeited



		o	CIC
                                            + Termination without Cause or for Good Reason unrelated to your job performance



		§	Salary: 9 months



		§	Benefits Continuation: 9 months



		§	Unvested Equity: Accelerated



 


		●	Time: While employed, you will be required
to devote your full business time and your best professional efforts to the performance of your duties and responsibilities for the Company,
and to abide by all Company policies and procedures in effect from time to time. All employees may be subject to promotion, transfer or
reassignment from time to time, as the Company determines appropriate.



		●	Outside Board Service: With the approval
of our Board, you are welcome to serve on the board of directors of a company and entity that does not compete with the Company (whether
public, private or non-profit), so long as that service does not materially interfere with your service to the Company. Please communicate
with the CEO if you pursue this opportunity.



		●	Confidential Information and Restricted
Activities: As a condition of your employment, you will be required to sign the Company’s standard Employee Covenants Agreement (“Attachment
A”), no later than the first day of your employment.



		●	Representations: You represent and warrant
to the Company that your employment with the Company and fulfillment of the duties of your position will not breach or be in conflict
with any other agreement you have with any former employer or other person or entity. You also represent and warrant that you are not
subject to any covenant against competition or similar covenants, or any other legal obligation, that would restrict or otherwise affect
the performance of your duties and responsibilities to the Company. You agree that you will not bring with you, disclose or use on behalf
of the Company any confidential or proprietary information of any former employer or other third party without that party’s consent.



		●	At-Will Status of Employment: This Offer
Letter and your response are not meant to, and do not, constitute a contract of employment for a specific term. Your employment with the
Company is at-will. This means that, if you accept this offer, both you and the Company will retain the right to terminate your employment
at any time, with or without notice or cause.



		●	General: This Offer Letter and its attachments
constitute the entire offer for employment and the entire understanding between the parties regarding this offer for employment, and supersedes
all prior agreements and understandings, whether written or oral, relating to the subject matter of this Offer Letter. No modification
to this Offer Letter will be effective unless in writing and signed by you and an authorized representative of the Company. You may not
assign your rights and obligations hereunder without the prior written consent of the Company; 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. The terms of this Offer Letter
and the resolution of any disputes as to the meaning, effect, performance or validity of this Offer Letter or arising out of, related
to, or in any way connected with, your employment with the Company or any other relationship between you and the Company will be governed
by Massachusetts law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction
of the federal and state courts located in the Commonwealth of Massachusetts in connection with any such dispute or claim.



		●	Background Check: This offer is contingent
upon successful completion of a background check. We reserve the right to rescind any offer of employment with you should the results
of your background investigation not be successful.



 




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		 	145 Newton St.


Brighton, MA 02135






 



 


By your acceptance of this Offer Letter, you
agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company, if any, and any changes therein
that may be adopted from time to time by the Company.


 


Don, our team is confident you possess
the skills and the experience to be successful helping XL Fleet drive profitable growth, and we look forward to you joining the team!


 


Please confirm your acceptance of this
offer by signing below and returning this letter to me no later than close of business on April 1, 2022.


 


Yours truly,


 


/s/ Eric Tech


Eric Tech


Chief Executive Officer


 


I have read and understand the terms
of the offer set out above. As indicated by my signature below, I hereby accept this offer of employment and agree to the terms and conditions
described in this offer letter. By signing below, I agree that no further promises or commitments were made to me regarding my employment
with the Company, except as set forth in this letter and any attachments hereto.


 


Accepted:


 





	/s/ Don Klein	 	4/6/2022
	Name Don Klein	 	Date



 







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		 	145 Newton St.


Brighton, MA 02135






 



 





ATTACHMENT
A


 


XL FLEET CORP.


EMPLOYEE COVENANTS
AGREEMENT


 


In consideration of my employment and/or
continued employment with XL Fleet Corp., its subsidiaries, affiliates, successors, or assigns (collectively, the “Company”),
and my receipt of any compensation now and/or hereafter paid to me by the Company, I have executed this Covenants Agreement (this “Agreement”).


 


I recognize and acknowledge that the
Company is engaged in activities that involve, and continue to involve, the use of proprietary business plans, methods, and technologies
developed through the expenditure of substantial amounts of skill, time, and money. As a result of such investments, the Company has developed
certain Trade Secrets and Confidential Information (defined herein) which give the Company significant advantages over its competitors.
Due to the nature of my employment with the Company, I may have frequent direct and indirect contact with various customers of the Company
and may be presented with, have access to, and/or participate in the development of Trade Secrets and Confidential Information. These
constitute valuable, special, and unique assets of the Company, the misuse, misapplication, or disclosure of which contrary to the terms
of this Agreement may cause substantial loss of competitive advantage and substantial and possibly irreparable damage to the business
and asset value of the Company.


 





 



 


1. DEFINITIONS.
The following capitalized terms are select definitions used in this Agreement:


(a) “Trade
Secrets” shall have the definition provided under applicable law as modified from time to time. The current definition
includes, but is not limited to, anything tangible or intangible or electronically kept or stored, which constitutes, represents,
evidences, or records a secret, whether scientific, technical, merchandising, production, or management information, design,
process, procedure, formula, invention, or improvement. Trade Secrets may also consist of: (i) any formula, pattern, device, or
compilation of information that is used in the Company’s business, and which gives it an opportunity to obtain an advantage
over competitors who do not know or use it; (ii) a formula for a chemical compound, a process of manufacturing, treating or
preserving materials, a pattern for a machine or other device, or a list of customers; or (iii) a process or device for continuous
use in the operation of the business, and generally relates to the production of goods or services. To the extent otherwise
protectable as a Trade Secret, the Company’s Trade Secrets include, but are not limited to, all of the Company’s
knowledge regarding the research, development, manufacture, processing, marketing, distribution, operation, and sale of the
Company’s vehicle modification technologies, systems, and kits to improve fuel efficiency and emissions, and any other product
or service offered by the Company during my employment with the Company. Trade Secrets also include anything described in this
Section that the Company obtains from a third party and which it treats as proprietary or designates as trade secret, whether or not
owned or developed by the Company.







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		 	145 Newton St.


Brighton, MA 02135






 



 


(b) “Confidential
Information” shall mean any data or information, other than Trade Secrets, which is of value to the Company, and is
not generally known to competitors of the Company, whether written, fixed in other tangible form, or committed to memory. To the extent
consistent with the foregoing, Confidential Information includes, but is not limited to, all information about the Company’s business
and affairs, such as its executives, employees, and contractors, product specifications, designs, processes, data, concepts, ideas, product
descriptions, price lists, pricing policies, business methods, contracts and contractual relationships with customers and suppliers,
customer and supplier lists, current and anticipated customer requirements, current and planned distribution methods and processes, business
plans, marketing plans and techniques, finances and financial projections, market studies, computer software and programs (including
without limitation object and source code), systems, structures and architectures, proprietary intellectual property (including without
limitation, know-how, inventions, discoveries, patents, patent applications, and patentable subject matter, and copyrighted materials).
Confidential Information shall include, but not be limited to, all of the Company’s knowledge regarding the research, development,
manufacture, processing, marketing, distribution, operation, and sale of the Company’s vehicle modification technologies, systems,
and kits to improve fuel efficiency and emissions, and any other product or service offered by the Company during my employment with
the Company. Confidential Information also includes anything described in this Section that the Company obtains from a third party and
which it treats as proprietary or designates as confidential information, whether or not owned or developed by the Company.


(c) The
terms “Confidential Information” and “Trade Secrets” shall not include any materials or information to the
extent that it: (i) is or becomes publicly known or generally utilized by others engaged in the same business or activities in which
the Company utilized, developed, or otherwise acquired such information, other than as the result of a breach of this Agreement; or
(ii) is known to me prior to my employment with the Company, having been lawfully received from parties other than the Company.


(d) “Inventions”
shall mean all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks
or trade secrets, including, but not limited to, software, code, websites, algorithms, methods, content, packaging, surveys, reports,
contributions to Company’s proprietary business methods, marketing plans, and work product, whether or not patentable or registrable
under copyright or similar laws, that I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during my employment with the Company.


 


2.
NON-DISCLOSURE.


(a) Trade
Secrets. During the term of my employment with the Company and after the termination thereof, whether such termination is at the instance
of the Company or me, I will not, except as expressly authorized or directed by the Company, use, copy, duplicate, transfer, transmit,
disclose, or permit any unauthorized person access to any Trade Secrets of the Company or of the Company’s customers, business partners
or subcontractors, or any related third-party, so long as they remain Trade Secrets as described in this Agreement.


(b) Confidential
Information. During the term of employment with the Company and after my termination therefrom, whether such termination is at the
instance of the Company or me, I will not, except as expressly authorized or directed by the Company, use, copy, duplicate, transfer,
transmit, disclose, or permit any unauthorized person access to any Confidential Information of the Company, any of Company’s customers,
any of Company’s business partners or subcontractors, or any related third-party.


 




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		 	145 Newton St.


Brighton, MA 02135






 



 





(c) Return.
Upon request of the Company and in any event upon the termination of employment with Company, I will deliver to the Company all memoranda,
notes, records, tapes, documentation, disks, manuals, files or other documents, and all copies thereof in any form, concerning or containing
Trade Secrets, Confidential Information, or Inventions that are in my possession, whether made or compiled by me, furnished to me, or
otherwise obtained by me.


3. ASSIGNMENT
AND RELATED COVENANTS.


 


(a)
Prior Inventions.


(i) On Schedule
A, I have provided a list describing all inventions, original works of authorship, developments, improvements, and trade secrets
that were made by me prior to my employment with the Company (collectively, the “Prior Inventions”), that
belong to me, and which relate to the Company’s proposed business, products or research and development; or, if no such list
is attached, I represent that there are no such Prior Inventions. Under the heading “Assigned” on Schedule A, I
have listed those Prior Inventions that are being assigned to the Company hereunder, if any (collectively, the “Assigned
Prior Inventions”). If applicable, under the heading “Not Assigned” on Schedule A, I have listed
those Prior Inventions that are not being assigned to the Company hereunder, if any (collectively, the “Not Assigned
Prior Inventions”). I hereby assign to the Company, or its designee, all my right, title, and interest in and to any
and all Assigned Prior Inventions, if any, without any further consideration therefor. I agree that I will not incorporate, or
permit to be incorporated, any Not Assigned Prior Inventions owned by me or in which I have an interest into a Company product,
process, or machine without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of
my employment with the Company, I incorporate into a Company product, process, or machine a Not Assigned Prior Invention owned by me
or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, use, and sell such Prior Invention as part of or in connection with such product,
process, or machine.


(b) Inventions.
I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company,
and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all Inventions, without any further
consideration therefor. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others)
within the scope of and during the period of my employment with the Company and that are protectable by copyright are “works made
for hire”, as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to
commercialize or market any Invention developed by me solely or jointly with others is within the Company’s sole discretion and
for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize
or market any such Invention.


(c) Government
Contracting. I agree to assign to the United States government all my right, title, and interest in and to any and all Assigned Prior
Inventions and Inventions whenever such full title is required to be in the United States by a contract between the Company and the United
States or any of its agencies.






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		 	145 Newton St.


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(d) Exceptions.
I further understand that the foregoing assignment obligations do not apply to any Invention that I have developed entirely on my
own time without using the Company’s equipment, supplies, facilities, resources, trade Secrets, or Confidential Information except
for those Inventions that either: (A) relate at the time of conception or reduction to practice of the invention to the
Company’s business, or actual or demonstrably anticipated research or development of the Company; or (B) result from any work
that I performed for the Company. I will advise the Company promptly in writing of any inventions that I believe meet the foregoing
criteria and not otherwise disclosed on Schedule A.


 


(e)   Maintenance
of Records. I agree to keep and maintain adequate and current written records of the Assigned Prior Inventions and all Inventions
made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes,
sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property
of the Company at all times.


 


(f) Patent
and Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way
to secure the Company’s rights in the Assigned Prior Inventions and Inventions, and any copyrights, patents, mask work rights,
or other intellectual property rights relating thereto in any and all countries, including, but not limited to, the disclosure to
the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths,
assignments, and all other instruments that the Company shall deem necessary in order to apply for and obtain such rights and in
order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest
in and to such Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto. I
further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers
shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for
any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or
copyright registrations covering Assigned Prior Inventions or any Inventions, then I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to
execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of
letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.


 


4. NON-COMPETITION.




 


(a)   In
order to protect the Company’s Trade Secrets, Confidential Information, property rights, goodwill and legitimate business interests,
during the term of my employment with the Company, and for the one (1) year period following the termination of my employment with the
Company (the “Restricted Period”) for any reason, I will not directly or indirectly, whether as owner, partner, shareholder,
director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity, anywhere
in the regional area or territory in which I had a material presence or influence or in which the Company conducts or initiates any program,
that researches, develops, manufactures or markets products that involve electrification of commercial vehicles from Class 2 to Class
8, EVSE products or services associated with XL Grid, or Electrification as a Service (each a “Restricted Activity”); provided
that this shall not prohibit an investment in publicly traded stock of a company representing less than one percent of the stock of such
company.


 




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		 	145 Newton St.


Brighton, MA 02135






 



 


(b)   The
Company, in its sole discretion, may elect to waive the restrictions set forth in Section 4(a). Such waiver shall be provided in writing
to me by the Company. Such waiver shall have no effect on my obligations under the remainder of this Agreement, which shall continue in
full force and effect in all respects. I acknowledge and agree that nothing in this Section 4(b) gives me an election as to compliance
with Section 4(a).


 


(c)   In
the event that I am considering a post-employment professional opportunity (including, but not limited to, in the role of employee, consultant,
contractor, owner, partner, or otherwise), I shall notify the Chief Executive Officer at the Company in writing of such opportunity.


 


5. NON-SOLICITATION.




 


(a)   During
the Restricted Period (as defined in Section 4), I will not, directly or indirectly, in any manner, other than for the benefit of the
Company:


 


(i)   call
upon, solicit, divert, take away, accept or conduct any business from or with any of the current or prospective customers, clients, vendors
or suppliers of the Company, to the extent in competition with, or to the detriment of, the Company; or


 


(ii)   solicit,
entice, or attempt to persuade any employee or consultant of the Company to leave the Company for any reason, or otherwise participate
in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed
or engaged by the Company within six (6) months of any attempt to hire such person.


 


6. REASONABLENESS
OF RESTRICTIONS; TOLLING. I acknowledge and agree that the provisions of Sections 4 and 5 of this Agreement are necessary and
reasonable to protect the Company’s Trade Secrets, Confidential Information, property rights, goodwill and business interests.
I further acknowledge and agree that the limitations and the types of employment which are prohibited by Sections 4 and 5, including
but not limited to Section 4(a), are narrow and reasonable in relation to the skills which represent my principal salable asset both
to the Company and to my other prospective employers, and that the specific but broad temporal and geographical scope is reasonable
and fair in light of the Company’s need to market its services and sell its products in a large geographic area in order to
maintain a sufficient customer base and in light of my material presence or influence in such regional area or territory during the
last two years of my employment with the Company. I acknowledge and agree that the Restricted Period shall be tolled, and shall not
run during any period in which I am in violation of the terms of Section 4 and 5, to such extent as permitted under applicable
law.


 


7. DEFEND
TRADE SECRETS ACT IMMUNITY NOTICE. Notwithstanding any provisions in this Agreement, pursuant to the federal Defend Trade
Secrets Act, I cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret that is made: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit against the
Company alleging retaliation for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the
trade secret information in the court proceeding, provided I file any document containing the trade secret under seal and do not
disclose the trade secret except pursuant to court order.


 






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8. REPRESENTATIONS AND WARRANTIES.




 


(a)   No
Violation. I am not subject to any employment, non-disclosure, confidentiality, non-compete, employee covenants, or other agreement
with any third party (including, but not limited to, any former employer) that would prevent or prohibit me from fulfilling my duties
for the Company. If am the subject of any such agreement, and have any doubt as to its applicability, I will provide a copy of such agreement
to the Company so that the Company can make a determination as to its effect on my ability to work for the Company.


 


(b)   Third-Party
IP. I agree not to use or include in any of my Inventions any copyrighted, restricted, or protected code, specifications, concepts,
trade secrets, or confidential information of any third party, or any other information which I would be prohibited from using by any
employment, non-disclosure, confidentiality, non-compete, employee covenants, or other agreement with any third party. If I am unsure
whether I may use or incorporate any third-party product or code or other work of any third party in any of my Inventions, I will check
with the Company’s management and experts prior to such use or incorporation.


 


9. GENERAL.




 


(a)   Further
Assurances. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I
have not entered into and agree not to enter into any oral or written agreement in conflict with this Agreement.


 


(b) Equitable
Relief. I agree that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach
or threatened breach of the covenants set forth in this Agreement. Accordingly, I agree that if I breach or threaten to breach this
Agreement, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such
provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and
I hereby consent to the issuance of such injunction and to the ordering of specific performance.


 


(c)   Governing
Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD FOR CONFLICTS
OF LAWS PRINCIPLES. I HEREBY EXPRESSLY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE
FOR ANY LAWSUIT FILED THERE AGAINST ME BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.


 


(d)   Effect.
This Agreement shall be deemed effective at the earlier to occur of the commencement of my employment relationship with the Company or
upon my initial possession, knowledge, or acquisition of the Company’s Trade Secrets or Confidential Information.


 


(e)   Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter
herein and supersedes all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing signed by the party to be charged.


 


(f)
Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions
will continue in full force and effect.


 






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(g)   Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives, and will be
for the benefit of the Company, its successors, and its assigns.


 


(h)   Construction.
The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against either party.


 


(i)   Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all of which together shall constitute
one agreement.


 


10.   EXPRESS
ACKNOWLEDGEMENTS. I acknowledge and agree to each of the following items:


 


(a)   I
understand that this Agreement is not intended to change my status as an employee-at- will, and I understand that either the Company or
I may terminate my employment at any time with or without cause.


 


(b)
I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else.


 


(c)   I
have carefully read this Agreement. I have asked any questions needed for me to understand the terms, consequences and binding effect
of this Agreement and fully understand them.


 


(d)   I
sought the advice of an attorney of my choice if I wanted to before signing this Agreement.


 


(e)   I
understand that any acquirer, purchaser of all or substantially all of the assets of the Company, or other successor or assign to the
Company or its business will be relying on my covenants and representations warranties in this Agreement in agreeing to acquire or purchase
the Company or its assets, and agree that this Agreement shall be enforceable by such successor or assign.


 


(f)   I
acknowledge that I have been afforded sufficient opportunity to review the terms of this Agreement.


 





 



 


I have executed this Agreement on
the date set forth below, to be deemed effective at the earlier to occur of the commencement of my employment relationship with the Company
or upon my initial possession, knowledge, or acquisition of any of the Company’s Trade Secrets or Confidential Information; provided,
however, that if the latter date is vague or indeterminable, this Agreement shall be deemed effective as of the commencement of
my employment relationship with the Company.


 






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	AGREED AND ACCEPTED:
	 	 	 	 	 
	Print Name: 	Don Klein	 	XL Fleet Corp. 
	 	 	 	 	 
	Signature:	 /s/ Don Klein	 	By:
    	/s/ Eric Tech
	 	 	 	 	Eric Tech
	 	 	 	 	 
	Date:	4/6/2022	 	Date:	 March 11, 2022



 






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SCHEDULE A


 


PRIOR INVENTIONS
 


Assigned





§


 


Not Assigned





§


 


145 Newton St. Boston, MA 02135
P 617.648.8500


 


 


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