Exhibit 10.1


 


Evolv
Technologies Holdings, Inc.


Severance
And Change In Control Plan


 


Section 1.
Introduction and Purpose.


 


The purpose of this
Executive Severance and Change in Control Plan (the “Plan”) is to enable Evolv Technologies
Holdings, Inc. (the “Company”) to offer certain protections to certain senior-level employees if
their employment with the Company, is terminated without Cause or for Good Reason, both generally and in connection with a Change in
Control (as defined below). Accordingly, to accomplish this purpose, the Compensation Committee of the Board of Directors of the
Company (the “Board”) has adopted the Plan, effective as of January 1, 2023.


 


The Plan is intended to be (i) an employee
welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
and (ii) a “top hat” plan within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


For purposes of the Plan,
the following terms are defined as follows:


 


(a)            “Base
Salary” means an Eligible Employee’s annual base salary (excluding incentive pay, premium pay, commissions, overtime,
bonuses and other forms of variable compensation) as in effect immediately prior to any reduction that would give rise to an employee’s
right to a resignation for Good Reason (if applicable).


 


(b)            “Cause”
means, with respect to an Eligible Employee (i) conduct constituting fraud, embezzlement, or illegal misconduct in connection with
the performance of Eligible Employee’s duties; (ii) the commission of, or voluntary and freely given confession to, or plea
of guilty or nolo contendere to, a crime which constitutes a felony (other than a traffic violation), an indictment that results
in material injury to the Company’s property, operation, or reputation, or a misdemeanor involving moral turpitude; (iii) the
willful failure to perform Eligible Employee’s employment duties or obligations (except resulting from incapacity or illness) as
reasonably and lawfully directed by Company that continues after (A) Company or its duly authorized designee delivers a written notice
to Eligible Employee describing such willful failure, and (B) Eligible Employee has failed to cure or take substantial steps to cure
such willful failure after a reasonable time period as determined by Company in its reasonable discretion (not to be less than 30 days);
(iv) willful misconduct or gross negligence that is materially injurious to the business, reputation or property of Company; (v) alcohol
or substance abuse that materially interferes with the performance of Eligible Employee’s duties or obligations; (vi) repeated
absence from work (either in-person or remote) during normal business hours for reasons other than permitted absence; (vii) violation
of Eligible Employee’s Non-Competition, Non-Solicitation, Non-Disclosure, and Intellectual Property Agreement or other similar agreement
containing restrictive covenants in favor of the Company; and (viii) repeated violation of any of the material policies or practices
of Company (including, but not limited to, discrimination or harassment), or a single serious violation of such policies or practices
which Company, in its discretion, determines is materially injurious to the business or reputation of Company.


 


(c)            “Change
in Control” has the meaning set forth in the Equity Plan, provided that the event qualifies as a change in the ownership
or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each within the
meaning of Section 409A.


 


(d)            “Change
in Control Date” means the closing date of a Change in Control.


 






     


     


    

 


(e)            “Change
in Control Period” means the period commencing 60 days prior to the Change in Control Date and ending 12 months following
such date.


 


(f)            “COBRA”
shall mean the Consolidated Omnibus Budget Reconciliation Act, as amended.


 


(g)           “Code”
means the Internal Revenue Code of 1986, as amended.


 


(h)           “Committee”
means the Board of Directors of the Company or the Compensation Committee of such Board of Directors.


 


(i)            “Common
Stock” means the Class A common stock, par value $0.0001 per share, of the Company.


 


(j)            “Company”
means Evolv Technologies Holdings, Inc. or, following a Change in Control, the surviving entity resulting from such event (such entity,
the “Successor Entity”). Except where the context otherwise requires, the term “Company” includes
any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of
the Code and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company
has a significant interest, as determined by the Plan Administrator.


 


(k)           “Covered
Termination” means, with respect to an Eligible Employee, a termination of employment that results in such employee’s
Separation from Service that is due to (i) a termination by the Company without Cause (and other than as a result of death or Disability)
or (ii) a resignation by the Eligible Employee for Good Reason.


 


(l)            “Disability”
means any physical or mental condition that renders an employee incapable of performing the work for which he or she was employed by the
Company or similar work offered by the Company. The Disability of an employee shall be established if (i) the employee satisfies
the requirements for benefits under the Company’s long-term disability plan of the Company or (ii) if no long-term disability
plan, the employee satisfies the requirements for Social Security disability benefits.


 


(m)          “Eligible
Employee” means an employee of the Company that meets the requirements to be eligible to receive Plan benefits as set forth
in Section 2.


 


(n)           “Equity
Plan” means the Company’s 2021 Incentive Award Plan, as amended from time to time, or any successor plan thereto.


 


(o)            “Good
Reason” for an employee’s resignation means the occurrence of any of the following that is undertaken by the Company
without the employee’s prior written consent:


 


		(i)	a material reduction in such employee’s Base Salary or Target Incentive Compensation by 10% or more,
as applicable;



 


		(ii)	a material reduction in such employee’s position, duties or responsibilities or any assignment to
such employee of duties or responsibilities that are materially inconsistent in an adverse respect with such employee’s position;
or



 


		(iii)	a material relocation of such employee’s principal place of employment with the Company (or Successor
Entity, if applicable) to a place that is more than 50 miles from the employee’s prior work location and which materially increases
such employee’s commute from the employee’s principal residence.



 






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Notwithstanding the foregoing, in order for the
employee’s resignation to be deemed to have been for Good Reason, the employee must provide written notice to the Company, as applicable,
of such employee’s intent to resign for Good Reason within 30 days after the first occurrence of the event giving rise to
Good Reason, which notice shall describe the event(s) the employee believes give rise to Good Reason; allow the Company 30 days
from receipt of the written notice to cure the event (such period, the “Cure Period”); and if the event is
not reasonably cured within the Cure Period, the employee’s resignation from all positions held with the Company is effective not
later than 30 days after the expiration of the Cure Period. For purposes of clarification, the above-listed conditions shall apply separately
to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify an Eligible
Employee from asserting Good Reasons for any subsequent occurrence of Good Reason.


 


(p)            “Plan
Administrator” means the Committee prior to the Change in Control Date and the Representative upon and following such date,
as applicable.


 


(q)            “Plan
Tier” means the tier to which an Eligible Employee is assigned for purposes of participation in the Plan, as determined
by the individual or entity that sets the Eligible Employee’s compensation, as set forth in the Eligible Employee’s Participation
Notice (as described in Section 2(a)).


 


(r)            “Representative”
means one or more members of the Committee or other persons or entities designated by the Committee prior to or in connection with a Change
in Control that will have authority to administer and interpret the Plan upon and following the Change in Control Date as provided in
Section 10.


 


(s)            “Section 409A”
means Section 409A of the Code and the treasury regulations and other guidance thereunder and any state law of similar effect.


 


(t)            “Separation
from Service” means a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).


 


(u)            “Target
Incentive Compensation” means an Eligible Employee’s target annual cash bonus or target annual variable cash compensation
(as determined by the Company) as in effect immediately prior to any reduction that would give rise to an employee’s right to a
resignation for Good Reason (if applicable).


 


Section 2.
Eligibility for Benefits.


 


(a)            Eligible
Employee. An employee of the Company is eligible to participate in the Plan if (i) the employee has the title of Vice
President or higher or has otherwise been designated by the Plan Administrator as eligible to participate; (ii) such employee is
designated as an Eligible Employee by the Plan Administrator through delivery of a Participation Notice in substantially the form attached
hereto as Exhibit 1 (which will specify, among other relevant terms, the employee’s Plan Tier); (iii) the
employee has signed and returned the Participation Notice provided by the Plan Administrator within the time provided by the Plan Administrator;
and (iv) the employee meets the other Plan eligibility requirements set forth in this Section 2. The determination of whether
an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion, and such determination shall be binding
and conclusive on all persons.


 


(b)            Release
Requirement. In order to be eligible to receive benefits under the Plan, the employee also must execute, and not revoke, a
valid separation and general release agreement in a form provided by the Company (the “Release”), within the
applicable time period set forth therein, and such Release must become effective in accordance with its terms, which must occur in no
event more than 60 days following the date of the applicable Covered Termination. If an employee does not provide a Release that becomes
effective as set forth above, no payments shall be made to such employee under the Plan, and the employee will have no further right
to any benefits under the Plan.


 






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(c)            Plan
Benefits Provided In Lieu of Any Previous Benefits. This Plan shall supersede any change in control or severance benefit plan,
policy or practice previously maintained by the Company with respect to an Eligible Employee and any change in control or severance benefits
in any individually negotiated employment contract or other agreement between the Company and an Eligible Employee, including but not
limited to any management retention agreement between the Eligible Employee and the Company. Notwithstanding the foregoing, except as
expressly provided herein, the Eligible Employee’s equity awards will remain subject to the terms and conditions of the applicable
equity plan under which such awards were granted, and no provision of this Plan shall be construed as to limit the actions that may be
taken under, or to violate the terms of, such equity plan.


 


(d)            Exceptions
to Severance Benefit Entitlement. An employee who otherwise is an Eligible Employee shall not receive benefits under the Plan
in the following circumstances, as determined by the Plan Administrator in its sole discretion:


 


(1)            The
Eligible Employee is terminated by the Company for any reason (including due to the Eligible Employee’s death or Disability) or
voluntarily terminates employment with the Company in any manner, and in either case, such termination does not constitute a Covered Termination.
Voluntary terminations include, but are not limited to, resignation, retirement or job abandonment.


 


(2)            The
Eligible Employee is offered immediate reemployment by a Successor Entity following a Change in Control and the terms of such reemployment
would not give rise to the employee’s right to a resignation for Good Reason. For purposes of the foregoing, “immediate reemployment”
means that the employee’s employment with Successor Entity results in uninterrupted employment such that the employee does not incur
a lapse in pay or benefits as a result of the Change in Control. For the avoidance of doubt, an employee who becomes immediately reemployed
by a Successor Entity following a Change in Control will continue to be an Eligible Employee following the date of such reemployment.


 


(3)            The
Eligible Employee is rehired by the Company and the terms of such rehire would not give rise to the Eligible Employee’s right to
resignation for Good Reason, and the Eligible Employee commences employment prior to the date severance benefits under the Plan are scheduled
to commence.


 


(e)            Termination
of Severance Benefits. An Eligible Employee’s right to receive severance benefits under this Plan shall terminate immediately
if a court of competent jurisdiction enters a final order finding that the Eligible Employee breached his or her contractual obligations
to the Company, including those obligations set forth in any confidentiality, non-solicitation, non-competition agreement.


 


(f)            Company’s
Right to Reimbursement. If any person receives any payment or benefit that is not authorized by this Plan, the Company shall
be entitled to reimbursement of such payment or benefit from any person to whom, or for whom, such payment or benefit was paid. In addition,
if following the payment of severance benefits to an Eligible Employee, the Plan Administrator discovers that the Company could have terminated
such Eligible Employee’s employment in a manner that such termination would not have been a Covered Termination (including without
limitation a termination of employment for Cause), the Company shall be entitled to reimbursement of such payment from any person to whom,
or for whom, such payment was made.


 






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Section 3.
Termination Benefits Generally.


 


Upon the termination of an
Eligible Employee’s employment for any reason, the Eligible Employee will be entitled to receive (i) any earned but unpaid
Base Salary and (ii) any vested employee benefits in accordance with the terms of the applicable employee benefit plan or program
(the “Accrued Benefits”). The Accrued Benefits shall be paid on or before the time required by law or applicable
policy, except to the extent any such payments would accelerate compensation in a manner inconsistent with Section 409A. In addition,
in the event of a Covered Termination, the Eligible Employee may be eligible to receive additional payments and benefits, as set forth
in Section 4 or Section 5 below, as applicable.


 


Section 4.
Benefits for Covered Termination Outside of a Change in Control Period


 


(a)            Covered
Termination. If an Eligible Employee experiences a Covered Termination at any time other than during the Change in Control
Period, the Eligible Employee will be entitled to receive the following severance benefits:


 


(1)            Base
Salary. The Eligible Employee will receive a cash severance payment equal to the Eligible Employee’s Base Salary for
the following number of months (such number of months, the “Severance Period” for that Eligible Employee), depending
on the Eligible Employee’s Plan Tier:


 


		(i)	Plan Tier 1:	12 months



 


		(ii)	Plan Tier 2:	9 months



 


		(iii)	Plan Tier 3:	6 months



 


The cash severance payment shall be paid in the
form of salary continuation over the course of the Severance Period, on the regular payroll dates of the Company or Affiliate as applicable,
subject to deductions and withholdings; provided however that no payment will be paid prior to the effective date of the Release, and
the first installment shall include a catch-up payment for any installments that would have otherwise been made from the date of the Covered
Termination through the effective date of the Release.


 


(2)            Payment
of Continued Group Health Plan Benefits. Subject to the Release becoming effective, if the Eligible Employee is eligible for
and timely elect to continue health insurance coverage under COBRA following a Covered Termination, the Company will pay the COBRA group
health insurance premiums for the Eligible Employee and his or her eligible dependents until the earliest of (A) the close of the
applicable Severance Period, (B) the expiration of the Eligible Employee’s eligibility for the continuation coverage under
COBRA, or (C) the date when the Eligible Employee become eligible for substantially equivalent health insurance coverage in connection
with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion,
that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without
limitation, Section 2716 of the Public Health Service Act), then regardless of whether the Eligible Employee elects continued health
coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay the Eligible Employee on the last day
of each remaining month of the applicable Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject
to applicable tax withholdings (such amount, the “Health Care Benefit Payment”).


 


(3)            Pro-Rata
Bonus Payment. Except as otherwise provided in an Eligible Employee’s Participation Notice, if the Eligible Employees
is eligible to receive an annual bonus pursuant to the Company’s corporate bonus or incentive compensation plan(s) then in
effect (i.e., and not under a commission plan or program or other bonus or incentive compensation plan or program that is calculated
and paid more frequently than annually), then the Eligible Employee will receive a lump sum cash payment equal to (x) a portion
of the Eligible Employee’s Target Incentive Compensation for the calendar year in which the Covered Termination occurs prorated
for the period from the beginning of such calendar year up to the date of such Covered Termination, regardless of their Plan Tier, less
(y) any amounts previously paid to the Eligible Employee for the year of termination under the applicable incentive compensation
plan(s). The payments referenced in this Sections 4(a)(3) shall be paid to the Eligible Employee in a single lump payment no later
than the second payroll cycle following the effective date of the Release. Additionally, the Eligible Employee will be paid any unpaid
annual bonus for the year prior to the year in which the Eligible Employee incurs a Covered Termination to which the Eligible Employee
would otherwise have been entitled had his or her employment not terminated.


 






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(b)            No
Other Payments. The benefits set forth at subsections (a)(1), (a)(2), and (a)(3) above are the only benefits payable to
an Eligible Employee pursuant to the Plan with respect to a Covered Termination that occurs outside of a Change in Control Period.


 


Section 5.
Covered Termination Benefits (during a Change in Control Period).


 


(a)            Covered
Termination. If an Eligible Employee experiences a Covered Termination during a Change in Control Period, such Eligible Employee
will be entitled to receive the following severance benefits:


 


(1)            Base
Salary. The Eligible Employee will receive a cash severance payment equal to the Eligible Employee’s Base Salary for
the following number of months (such number of months, the “Change in Control Severance Period” for that Eligible
Employee), depending on the Eligible Employee’s Plan Tier:


 


		(i)	Plan Tier 1:	18 months



 


		(ii)	Plan Tier 2:	12 months



 


		(iii)	Plan Tier 3:	9 months



 


Such cash severance benefit shall be paid in a
single lump payment no later than the second payroll cycle following the later of (i) the effective date of the Release or (ii) the
Change in Control Date, but in any event not later than March 15 of the year following the year in which the Covered Termination
occurs.


 


Notwithstanding the foregoing, in the event of
a Covered Termination that occurs within the 60 day period prior to the Change in Control Date, the amount payable pursuant to this Section 5(a)(1) shall
be reduced by any amounts previously paid pursuant to Section 4 above, and the net cash severance benefit shall be paid as set forth
in this Section 5(a)(1).


 


(2)            Payment
of Continued Group Health Plan Benefits. During the Change in Control Severance Period, the Eligible Employee will be eligible
to receive the payments described in, and pursuant to the terms of, Section 4(a)(2) above; provided however that in the event
of a Covered Termination that occurs within the 60 day period prior to the Change in Control Date, the Change in Control Severance Period
will be reduced by the number of months, if any, for which COBRA payments were made pursuant to Section 4(a)(2) above.


 






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(3)            Incentive
Payments. The Eligible Employee will receive a lump sum cash payment equal to a percentage of either the Eligible Employee’s
Target Incentive Compensation for the calendar year in which the Covered Termination occurs (which for the avoidance of doubt will not
be pro-rated), depending on their Plan Tier, less any amounts previously paid to the Eligible Employee for the year of termination under
the applicable incentive compensation plan(s):


 


		(i)	Plan Tier 1:	150% of Target Incentive Compensation



 


		(ii)	Plan Tier 2:	100% of Target Incentive Compensation



 


		(iii)	Plan Tier 3:	75% of Target Incentive Compensation



 


This payment shall be paid to the Eligible Employee
in a lump-sum cash payment on the same date as the Base Salary payment provided in subsection 5(a)(1) above. Additionally, the Eligible
Employee will be paid any unpaid annual bonus for the year prior to the year in which the Eligible Employee incurs a Covered Termination
to which the Eligible Employee would otherwise have been entitled had his or her employment not terminated. Notwithstanding the foregoing,
in the event of a Covered Termination that occurs within the 60 day period prior to the Change in Control Date, the amount payable pursuant
to this Section 5(a)(3) shall be reduced by any amounts previously paid pursuant to Section 4 above, and the net cash severance
benefit shall be paid as set forth in this Section.


 


(4)            Equity
Acceleration. The vesting and exercisability of each outstanding unvested stock option, unvested restricted stock unit, and
other stock awards, as applicable, held by the Eligible Employee covering Common Stock as of the date of the Covered Termination (each,
an “Equity Award”) that vest solely based on continued service with the Company over time will be accelerated
in full, effective as of the later of (x) the effective date of the Release or (y) the Change in Control Date. Any termination
or forfeiture of any unvested portion of such time-based Equity Awards that would otherwise occur on or after the Covered Termination
in the absence of this Section shall be delayed (but, with respect to stock options, not later than the original expiration date
for such option) and shall only occur if the vesting pursuant to this Section does not occur due, and for purposes of clarity, no
additional vesting shall occur during this period. Notwithstanding the foregoing, Equity Awards subject to vesting based on the attainment
of performance goals will not be subject to acceleration, except as determined by the Committee in its sole discretion either pursuant
to the Plan or pursuant to the Equity Plan. To the extent an Equity Award is assumed, continued or substituted for in a Change in Control
pursuant to such applicable equity incentive plan, the vesting acceleration described in this Section 5(a)(4) will apply to
such assumed, continued or substituted award, as applicable.


 


(b)            No
Duplication of Benefits. The benefits set forth at subsections (a)(1) through (a)(4) above are the only benefits
payable to an Eligible Employee pursuant to the Plan with respect to a Covered Termination that occurs during a Change in Control Period,
and shall be paid in lieu of any benefits that may be payable pursuant to Section 4 above with respect to a Covered Termination that
occurs outside of a Change in Control Period. For the avoidance of doubt, in no event will benefits be provided under both Section 4
and Section 5 to the same Eligible Employee (except to the extent that benefits were provided pursuant to Section 4 with respect
to a Covered Termination that occurred during the 60 day period prior to a Change in Control Date, in which case the benefits provided
pursuant to Sections 5(a)(1) through 5(a)(3) will be adjusted as set forth above).


 


Section 6.
Section 280G Limitation.


 


Notwithstanding anything
in the Plan to the contrary, if any payment or benefit an Eligible Employee will or may receive from the Company or an Affiliate or otherwise
(each payment or benefit, a “Payment,” and in the aggregate, the “Payments”) would
(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the
Payments shall be reduced (but not below zero) so that the sum of the Payments will be $1.00 less than the amount at which the Eligible
Employee becomes subject to the Excise Tax; provided that such reduction will only occur if it would result in the Eligible Employee
receiving a higher After Tax Amount (as defined below) than the Eligible Employee would receive absent such reduction. In the event of
such reduction, the Payments will be reduced in the following order, in each case, in reverse chronological order beginning with the
Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code:
(1) cash payments not subject to Section 409A; (2) cash payments subject to Section 409A; (3) equity-based payments
and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Payments all amounts
or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) will be reduced
before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).


 






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For purposes of this Section 6,
the term “After Tax Amount” means the amount of the Payments less all federal, state, and local income, excise
and employment taxes imposed on the Eligible Employee as a result of the Eligible Employee’s receipt of the Payments. For purposes
of determining the After Tax Amount, the Eligible Employee will be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local
income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction
in federal income taxes (if any) which could be obtained from deduction of such state and local taxes.


 


The determination as to whether
a reduction in the Payments will be made pursuant to this Section 6 shall be made by the Company in consultation with its external
advisers, and the Company shall provide reasonably detailed supporting calculations to the Eligible Employee within 15 business days
of the Eligible Employee’s Covered Termination.


 


Section 7.
Withholding.


 


All payments under the Plan
will be subject to applicable withholding for federal, state, foreign, and local taxes.


 


Section 8.
Section 409A.


 


All benefits provided under
the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible and any ambiguities herein
shall be interpreted accordingly; provided, however, that to the extent that any benefits are not so exempt, such benefits are intended
to comply with the requirements of Section 409A and any ambiguities herein shall be interpreted accordingly. It is intended that
each installment of benefits payable to an Eligible Employee be regarded as a separate “payment” for purposes of Treasury
Regulations Section 1.409A-2(b)(2)(i).


 


If the Company determines
that any benefits payable under the Plan constitute “deferred compensation” under Section 409A and the Eligible Employee
is a “specified employee” of the Company, as such term is defined in Section 409A, then, to the extent necessary to avoid
the imposition of the adverse tax consequences under Section 409A, the timing of such benefit payments shall be delayed until the
earlier of (1) the date that is six months and one day after the Eligible Employee’s Separation from Service and (2) the
date of the Eligible Employee’s death. In the event of such delayed payment, the Company shall then pay the Eligible Employee a
lump sum amount equal to the sum of the severance benefit payments that would otherwise have been paid prior to the delay and pay any
remaining amounts of severance benefits in accordance with the applicable payment schedule.


 






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In no event will payment
of any benefits under the Plan be made prior to an Eligible Employee’s Separation from Service or prior to the effective date of
the Release. If the Company determines that any benefits provided under the Plan constitute “deferred compensation” under
Section 409A, and the period for providing a Release set forth at Section 2(b) above spans two calendar years, then regardless
of when the Release is returned to the Company and becomes effective, the Release will not be deemed effective, solely for purposes of
the timing of payment of benefits under this Plan, until the later of the day that it would become effective under its terms or the first
day of the latter calendar year.


 


Notwithstanding the foregoing,
the Company makes no representation or warranty and will have no liability to the Eligible Employee or any other person if any provisions
of this Plan are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or
the conditions of, Section 409A.


 


Section 9.
Transfer and Assignment.


 


The rights and obligations
of an Eligible Employee under this Plan may not be transferred or assigned. The Plan shall be binding upon any entity or person who is
a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether
or not such entity or person actively assumes the obligations hereunder and without regard to whether or not a Change in Control occurs.


 


Section 10.
Right to Interpret and Administer Plan; Amendment and Termination.


 


(a)            Interpretation
and Administration. Prior to a Change in Control, the Committee shall be the Plan Administrator and will have the exclusive
discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the
Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with
the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under
the Plan. The rules, interpretations, computations and other actions of the Committee shall be binding and conclusive on all persons.
Upon and after the Change in Control Date, the Plan will be interpreted and administered in good faith by the Representative who shall
be the Plan Administrator during such period. All actions taken by the Representative in interpreting the terms of the Plan and administering
the Plan upon and after the Change in Control Date will be final and binding on all Eligible Employees. Any references in this Plan to
the “Committee” or “Plan Administrator” with respect to periods following such date shall mean the Representative.


 


(b)            Amendment.
The Plan Administrator reserves the right to amend or terminate this Plan at any time; provided however that no such amendment or termination
shall materially and adversely affect the rights of any Eligible Employee who has satisfied the requirements of Section 2(a) without
the consent of such Eligible Employee.


 


(c)            Termination.
Unless otherwise extended by the Committee, the Plan will automatically terminate following satisfaction of all the Company’s
obligations under the Plan.


 


(d)            Clawback;
Recovery. All payments and severance benefits provided under the Plan will be subject to recoupment in accordance with
any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association
on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection
Act or other applicable law. In addition, the Plan Administrator may impose such other clawback, recovery or recoupment provisions as
the Plan Administrator determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously
acquired shares of common stock of the Company or other cash or property, including upon the occurrence of a termination of employment
for Cause. No recovery of compensation under such a clawback policy will be an event giving rise to an event permitting a resignation
for Good Reason, constructive termination, or any similar term under any plan of or agreement with the Company.


 






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Section 11.
No Implied Employment Contract.


 


The Plan shall not be deemed
(i) to give any employee or other person any right to be retained in the employ of the Company or a Successor Entity, as applicable,
or (ii) to interfere with the right of the Company or a Successor Entity, as applicable, to discharge any employee or other person
at any time, with or without cause, which right is hereby reserved. This Plan does not modify the at-will employment status of any Eligible
Employee.


 


Section 12.
Plan is Unfunded.


 


The Plan shall be unfunded,
and all cash payments under the Plan paid only from the general assets of the Company.


 


Section 13.
Severability.


 


In case any one or more of
the provisions of this Plan (or part thereof) shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect the other provisions hereof, and this Plan shall be construed as if such invalid, illegal or unenforceable
provisions (or part thereof) never had been contained herein.


 


Section 14.
Governing Law.


 


This Plan is intended to be
governed by and shall be construed in accordance with ERISA and, to the extent not preempted by ERISA, the laws of the State of Delaware.


 


Section 15.
Claims, Inquiries and Appeals.


 


(a)            Applications
for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights
under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative).


 


(b)            Denial
of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide
the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial.
Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner
designed to be understood by the applicant and will include the following: (i) the specific reason or reasons for the denial; (ii) references
to the specific Plan provisions upon which the denial is based; (iii) a description of any additional information or material that
the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and (iv) an
explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s
right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim. This notice of denial
will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require
an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension
of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial
90-day period, describing the special circumstances necessitating the additional time and the date by which the Plan Administrator is
to render its decision on the application.


 






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(c)            Request
for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied,
in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application
is denied. A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other
matters that the applicant feels are pertinent. The applicant (or his or her representative) will have the opportunity to submit (or the
Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or
her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to his or her claim. The review will take into account all comments,
documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard
to whether such information was submitted or considered in the initial benefit determination.


 


(d)            Decision
on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension
for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice
of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is
to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant.
Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms
the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by
the applicant, the following: (ii) the specific reason or reasons for the denial; (ii) references to the specific Plan provisions
upon which the denial is based; (iii) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant to his or her claim; and (iv) a statement of the
applicant’s right to bring a civil action under Section 502(a) of ERISA.


 


(e)            Rules and
Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary
and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who
wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own
expense.


 


(f)            Exhaustion
of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written
application for benefits in accordance with the procedures described by Section 14(a) above, (ii) has been notified by
the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance
with the appeal procedure described in Section 14(c) above, and (iv) has been notified that the Plan Administrator has
denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an Eligible Employee’s claim or
appeal within the relevant time limits specified in this Section 14, the Eligible Employee may bring legal action for benefits under
the Plan pursuant to Section 502(a) of ERISA. Any such legal action for benefits under the Plan must be brought within 12 months
from the date the Plan Administrator denies the claim on appeal.


 






    11 


     


    

 


Other Plan Information.


 


Employer
and Plan Identification Numbers: The Employer Identification Number assigned to the Company (which is the “Plan Sponsor”
as that term is used in ERISA) by the Internal Revenue Service is 46-3181906. The Plan Number assigned to the Plan by the Plan Sponsor
pursuant to the instructions of the Internal Revenue Service is 510.


 


Plan
Year: The Plan is maintained on a calendar year (January 1 – December 31).


 


Plan
Administrator: The Committee prior to the Change in Control Date, and the Representative upon and following such date.


 


Agent
for Service of Legal Process: Eric Pyenson, General Counsel, Evolv Technologies Holdings Inc., Inc., 500 Totten Pond Rd.
Waltham, MA 02451


 


Statement
of ERISA Rights. Participants in this Plan (which is a welfare benefit plan sponsored by Evolv Technologies Holdings, Inc.)
are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan
and, under ERISA, you are entitled to:


 


Receive
Information About Your Plan and Benefits. This includes the right to (i) examine, without charge, at the Plan Administrator’s
office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500
Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee
Benefits Security Administration; (ii) obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary
Plan Description (provided that a reasonable charge may be made for such copies; and (iii) receive a summary of the Plan’s
annual financial report, if applicable. The Plan Administrator is required by law to furnish each Eligible Employee with a copy of this
summary annual report.


 


Prudent
Actions by Plan Fiduciaries. In addition to creating rights for employees eligible to participate in the Plan, ERISA imposes
duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries”
of the Plan, have a duty to do so prudently and in the interest of you and other Eligible Employees and beneficiaries. No one, including
your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining
a Plan benefit or exercising your rights under ERISA.


 


Enforce
Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this
was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest
annual report from the Plan, if applicable, and do not receive them within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit in a state or Federal court. If you are discriminated against for asserting
your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide
who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.


 


Assistance
with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any
questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator,
you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone
directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor,
200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities
under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


 






    12 


     


    

 


EXHIBIT 1


Participation
Notice


 


[Date]


 


Dear [●]:


 


Evolv Technologies Holdings, Inc.
(the “Company”) is pleased to inform you that you have been designated as an Eligible Employee, Plan Tier [●]
in, and are eligible to receive Severance Benefits under, the Company’s Severance and Change in Control Plan (the “Plan”).
A copy of the Plan is being provided to you along with this notice (this “Participation Notice”). Capitalized
terms used but not defined in this Participation Notice will have the definitions provided in the Plan.


 


As
an Eligible Employee, at Plan Tier [●] under the Plan, you will be eligible to receive certain Severance Benefits upon a
Covered Termination, subject to the terms, conditions and requirements set forth in the Plan (including your timely execution and, if
applicable, non-revocation of a Release in accordance with the terms of the Plan). [Notwithstanding Section 4(a)(3) of the
Plan, in lieu of the Pro-Rata Bonus Payment described in such section, in connection with a Covered Termination under Section 4(a) of
the Plan, you will be eligible to receive an amount equal to the greater of (x) [●]% of your Target Incentive Compensation
for the calendar year in which the Covered Termination occurs and (y) the Pro-Rata Bonus Payment calculated under Section 4(a)(3) of
the Plan, in each case, payable pursuant to and subject to the terms and conditions of, the Plan.]


 


This Participation Notice
is subject in all respects to the terms, conditions and provisions of the Plan, as amended from time to time, all of which are made a
part of and incorporated by reference into this Participation Notice. In the event of any conflict between the terms of this Participation
Notice and the terms of the Plan, the terms of the Plan shall govern. By signing below, you acknowledge and agree that (i) you have
received and reviewed a copy of the Plan and (ii) your participation in the Plan requires that you irrevocably and voluntarily agree
to the terms of the Plan and the terms set forth in this Participation Notice.


 


In consideration of becoming
eligible to receive the payments and benefits provided under the terms and conditions of the Plan, you agree that you hereby waive any
and all rights, benefits, and privileges to severance payments and benefits that you might otherwise be entitled to receive under any
other plan or arrangement between you and the Company or any Subsidiary (including, without limitation [●], and any
offer letter, any employment or similar agreement or arrangement), and that the Plan and this Participation Notice supersede any such
rights, benefits, and privileges.


 


This Participation Notice
shall terminate, and your status as a Participant in the Plan shall end, upon your termination of employment with the Company for any
reason other than due to a Covered Termination.


 







     


     


    

 


If you have any questions
regarding the foregoing, please contact [●]. Please confirm your agreement to the
foregoing by executing this Participation Notice where indicated below and returning a signed copy to me.


 


	 	Sincerely,
	 	 
	 	EVOLV TECHNOLOGIES HOLDINGS, INC.



 


 


		By:	 



		Name:	
	 	Title:	



 


ACKNOWLEDGED AND AGREED: