Exhibit 10.17


 





 


ChargePoint, Inc.


254 East Hacienda Avenue | Campbell, CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802


 


August 8, 2018


 


Lawrence Lee


 


Dear Lawrence,


 


On behalf of ChargePoint, Inc.
(the “Company”), I am pleased to offer you the full-time position of Senior Vice President, Manufacturing and Operations
reporting to the Chief Executive Officer. It is expected that you will be working out of our Campbell headquarters office unless
traveling on company business. As explained in more detail below, your employment is contingent upon your assent to the terms and
conditions set forth in this letter and the attachments hereto. If, after careful review, the terms discussed below and in the
attachments hereto are acceptable to you, please sign this confirmation letter and the attached Acknowledgement of At-Will Employment,
Proprietary Information and Inventions Agreement and Agreement to Arbitrate where indicated and return them to us.


 


 1. Compensation.






 


a. Salary.
You will be paid a salary of $290,000.00 per year, paid on a semi-monthly basis, less applicable withholdings and deductions. All
reasonable business expenses that are documented by you and incurred in the ordinary course of business will be reimbursed in accordance
with the Company’s standard policies and procedures.


 


b. 
Bonus. In addition, you will be eligible for an executive bonus for each fiscal year of the Company. The executive
bonus program is based upon the Company’s execution relative to our Annual Operating Plan (AOP) and progress towards achievement
of our annual corporate goals. Your target bonus will be equal to 40% of your annual base salary. Any bonus for the fiscal year
in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal
year. You are guaranteed to earn 100% of the prorated portion of your fiscal year 2019 bonus through January 31, 2019. Any bonus
for a fiscal year will be paid after the close of that fiscal year, but only if you are still employed by the Company at the time
of payment. The determinations of the Company’s Board of Directors with respect to your bonus will be final and binding.


 







    
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ChargePoint, Inc.


254 East Hacienda Avenue | Campbell, CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802


 


c. 
Incentive Stock Plan. Subject to approval by the Company’s Board of Directors, you will be granted an option
to purchase approximately 300,000 stock options (the “Options”) pursuant to the Company’s 2017 Stock Incentive
Plan (the “Plan”). Such grant of stock options shall be subject to the vesting restrictions and other terms and conditions
of the Notice of Stock Option Award and Stock Option Agreement to be entered into between you and the Company and the Plan. The
above grant of stock options shall have an “acceleration of vesting clause” as follows:


 


Acceleration in the Event of a Corporate Transaction


 


In the event
your employment is terminated (as defined below) by the Company without Cause (as defined below) or by you for good reason (as
defined below) within the twelve (12) month period following a Corporate Transaction, then, in addition to Options which have already
vested, you will receive accelerated vesting on an additional fifty percent (50%) of unvested Options; provided, however,
that the aggregate number of shares shall not exceed the number of Options specified in Section 1(c) above; provided, further,
that you execute a release of claims in a form reasonably acceptable to the Company.


 


By execution
of this letter, you acknowledge that you have no right to receive any stock options unless the grant is approved by the Board of
Directors.


 


d. 
Flexible Time Away, Holidays and Sick-Leave. As a full-time employee, you will be eligible for flexible time away
in accordance with the Company’s standard policies and procedures. Holidays and sick-leave will likewise be provided in accordance
with the Company’s standard policies and procedures.


 


e. 
Benefits. As a full-time employee, you will be eligible to participate in and to receive benefits under such plans
and benefits as may be adopted by the Company. The eligibility criteria and amount and extent of benefits to which you are entitled
shall be governed by the specific benefit plan as it may be amended from time to time.


 


2. Severance




 


a)  General
Terms. In no way limiting the Company’s policy of employment at-will, if your employment is terminated by the
Company without Cause (as defined below) or by you for Good Reason, and other than as a result of your death or disability,
the Company will offer certain severance benefits to you. As a condition to your receipt of such benefits, you are required
to comply with your continuing obligations (including the return of any Company property), resign from all positions you hold
with the Company, and execute the Company’s standard form of release agreement attached hereto as Exhibit A
releasing any claims you may have against the Company. The Release must be executed and returned to the Company on or before
the date specified in the form (i.e. 21 days after your termination date) unless the Company provides additional time, with
the deadline in no event later than 45 days after your termination of employment. For purposes of the paragraphs below your
role is defined as the SVP, Manufacturing and Operations.


 


i) 
A lump sum payment equal to six (6) months of your then current salary, less all applicable deductions and withholdings.


 


 ii) A lump sum payment equal to six (6) months of your benefit premiums.




 


iii) 
All cash payments pursuant to this Subsection 2 shall be paid on the first day following the effective date of the Release
and the expiration of any revocation period, and in any event within 60 days after your employment terminates. Notwithstanding
the foregoing, if the 60-day period described in the preceding sentence spans two calendar years, payment shall in any event, be
made in the second calendar year.


 




    
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ChargePoint, Inc.


254 East Hacienda Avenue | Campbell, CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802




 


For purposes of this Agreement:


 


“Cause” means
(a) you are convicted of a felony (including a plea of nolo contendere) which is to the Company’s material economic detriment,
or (b) intentional misconduct in the performance by you of your duties for the Company that is materially detrimental to the Company
after written notice thereof and failure to cure within thirty (30) days of such notice.


 


“Corporate
Transaction” shall mean any of the following transactions whether accomplished through one or a series of related transactions:


 


(a) 
a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose
of which is to change the State in which the Company is incorporated,


 


(b) 
the sale, transfer or other disposition of all or substantially all of the assets of the Company whether through a single
transaction or a series of transactions,


 


(c) 
any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company’s
outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger, or


 


(d) 
a transaction or series of related transactions in which any “person” or “group” (as defined in the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing more than fifty percent (50%) of
the voting power of the Company then outstanding.


 


“Good Reason”
shall be deemed to have occurred if (a) there is a material diminution in your duties and responsibilities (other than a change
of title), (b) your office is relocated more than fifty (50) miles from its current location, or (c) there is a material reduction
in your salary or benefits. Provided, however, in order to terminate employment for Good Reason, you must provide written notice
to the Company of the existence of the one or more of the above conditions within ninety (90) days of its initial existence and
the Company must be provided with thirty (30) days to cure the condition. If the condition is not cured within such thirty (30)
day period, you must terminate employment within 30 days of the end of such cure period in order to qualify as a termination for
Good Reason.


 


b) 
Section 409A. Notwithstanding anything to the contrary in this agreement, all payments and benefits described in
this agreement that are not otherwise exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and that are payable in connection with your “termination of employment”, “termination of service” or
similar terms will not be considered due and payable unless and until you have a “separation from service” within
the meaning of Code Section 409A. If the Company determines that you are a “specified employee” under Code Section
409A(a)(2)(B)(i) at the time of your separation from service, then (i) any severance payments or benefits pursuant to Subsection
2 or otherwise, to the extent that they are subject to Code Section 409A and would otherwise be paid during the first six months
following your separation from service, will be paid or commence on the first business day following (A) expiration of the six-month
period measured from your separation from service or (B) the date of your death and (ii) any installments that otherwise would
have been paid prior to such date will be paid in a lump sum when the payments commence. It is intended that all payments pursuant
to this agreement either be exempt from, or comply with, the requirements of Code Section 409A, and any ambiguities will be interpreted
consistent with such intent.


 




    
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ChargePoint, Inc.


254 East Hacienda Avenue | Campbell, CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802




 


3. 
Immigration Documentation. This offer is subject to your submission of an I-9 form on your first day of employment
and satisfactory documentation respecting your identification and right to work in the United States on that same day.


 


4. 
At-Will Employment. Your employment with the Company is “at-will.” This means that your employment with
the Company is not for a specific term, and can be terminated by yourself or by the Company at any time for any reason or no reason,
with or without cause and with or without notice. Any contrary representations which may have been made or which may hereafter
be made to you are superseded by this offer.


 


Your acceptance
of this offer is contingent upon your execution of the Company’s Acknowledgement of At-Will Employment, a copy of which is
attached hereto as Exhibit A for your execution. This offer letter and the attached Acknowledgement of At-Will Employment
constitute the full and complete agreement between the parties regarding the “at-will” nature of your employment, and
can only be modified by written agreement signed by you and the President or CEO of the Company.


 


5. 
Proprietary Information and Inventions Agreement. Your acceptance of this offer is contingent upon your execution
of the Company’s Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit B
for your execution.


 


6. 
Non-Compete and Outside Activities. As more fully set forth in the Company’s Proprietary Information and Inventions
Agreement, attached hereto as Exhibit B, you agree that, while serving as a full-time employee of the Company, you will
not engage in any activity which is competitive with the Company.


 


7. Arbitration. Your acceptance of this offer is contingent upon your execution of the
Company’s Agreement to Arbitrate, a copy of which is attached hereto as Exhibit C for your execution.


 


As more fully
set forth in the Agreement to Arbitrate, both you and the Company agree that any controversy, claim or dispute arising out of,
concerning or relating in any way to your employment with the Company or the termination thereof shall be submitted exclusively
to final and binding arbitration.


 


8. Company Rules. As an employee of the Company, you will be expected to abide by the
Company’s rules and regulations. You will be required to sign an acknowledgment that you have read and understand the
Company rules of conduct as provided in the Company’s Employee Handbook, which the Company will distribute.


 


9. 
Integrated Agreement. This offer, if accepted, supersedes any prior agreements, representations or promises of any
kind, whether written, oral, express or implied between the parties hereto with respect to the subject matters herein. Likewise,
the terms of this offer shall constitute the full, complete and exclusive agreement between you and the Company with respect to
the subject matters herein. This Agreement may only be changed by writing, signed by you and an authorized representative of the
Company.


 


10. 
Severability. If this offer is accepted, and any term herein is held to be invalid, void or unenforceable, the remainder
of the terms herein shall remain in full force and effect and shall in no way be affected; and, the parties shall use their best
efforts to find an alternative way to achieve the same result.


 




    
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ChargePoint, Inc.


254 East Hacienda Avenue | Campbell, CA 95008 USA


+1.408.841.4500 or US toll-free +1.877.370.3802




 


11. 
Background and Reference Check. This offer is contingent upon a successful background check and as well as reference
checks with positive results.


 


If you wish to accept employment
at the Company under the terms set out above and in the enclosed Acknowledgement of At-Will Employment, Proprietary Information
and Inventions Agreement and Agreement to Arbitrate, please sign and date this letter and the enclosed documents, and return them
to me. If you accept our offer, your first day of employment will be on or before October 30, 2018 or otherwise mutually agreed
upon date.


 


This offer will terminate if
not accepted by you on or before August 10, 2018. Lawrence, we look forward to your favorable reply and to a productive and
exciting work relationship.


 


Sincerely,


 


	/s/ Kelly Adamkiewicz	8/8/2018 | 6:15 PM PDT
	Kelly Adamkiewicz	 
	Director, Talent Acquisition & Engagement	 




 


Approved and Accepted:


 


	/s/ Lawrence Lee	8/11/2018 | 1:19 AM PDT
	Lawrence Lee	 




 






    
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