Exhibit
10.11


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”), dated as of August 11, 2020 (the “Effective Date”)is entered
into by and among Volta Industries, Inc. (“Company”) and James DeGraw (“Executive”).


 


Recitals:


 


WHEREAS,
Executive is employed as the General Counsel, Chief Administrative Officer and Secretary (GC) of the Company;


 


WHEREAS,
the Board of Directors (the “Board”) expects that Executive will continue to make substantial contributions to the
growth and prospects of Company;


 


WHEREAS,
Executive is willing to enter into this Agreement in consideration of the benefits that Executive will receive under the terms hereof.


 


NOW,
THEREFORE, in consideration of the foregoing, the respective covenants and commitments of the parties hereto as set forth in this
Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.
Effectiveness; Term. Executive’s employment under this Agreement shall commence upon the Effective Date for an initial term
of one year and will thereafter automatically renew for sequential one-year terms unless Executive or Company shall give the other written
notice, at least 90 days prior to the expiration of the then-current term (the initial term together with any renewal terms, the “Term”),
of its decision not to renew (a “Non-Renewal Termination”). In the Event of a Non-Renewal Termination by the Company,
Executive may devote a reasonable amount of his time during such 90-day period to finding other employment while also reasonably cooperating
in any transition of his duties to a successor. Notwithstanding the foregoing, subject to the provisions of Section 5 hereunder, Executive’s
employment under this Agreement may be terminated by the Company (as defined below) or Executive at any time and for any reason, with
or without Cause (as defined below), with or without prior notice.


 


2.
Positions and Duties.


 


		2.1	Position.
                                            Executive shall be employed by the Company as its General Counsel, Chief Administrative Officer
                                            and Secretary and shall report to the President of the Company (as applicable, the “Reporting
                                            Officer”).



 


		2.2	Duties.
                                            Executive shall have the duties, authority and responsibility customary for the position of
                                            General Counsel and Chief Administrative Officers, including without limitation the authority
                                            to incur expenses and enter into contracts on behalf of the Company, and such other duties
                                            as shall be specified and designated from time to time in accordance with the directives
                                            of the Reporting Officer. Executive shall devote substantially all of Executive’s business
                                            time and effort to the performance of the duties assigned to Executive hereunder; provided
                                            that the foregoing will not preclude Executive from devoting reasonable time to the supervision
                                            of Executive’s personal investments and businesses, pro bono and civic and charitable
                                            affairs, so long as such activities do not materially interfere with the performance of Executive’s
                                            duties hereunder. Executive agrees to refrain from engaging in any activity that does or
                                            could reasonably be expected to conflict with the best interests of Company.



 






     


     


    

 



3.
Location of Employment. Executive’s principal place of employment shall be at the Company’s offices in San Francisco,
but shall involve travel as necessary to perform Executive’s role for the Company.


 


4.
Compensation, Benefits and Obligations.


 


 4.1 Base Salary. During Executive’s employment, the Company shall pay Executive an initial base salary at the rate of $250,000.00 per annum (as in effect from time to time, the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s regular payroll practices and shall be subject to all applicable tax withholdings and deductions.




 


 4.2 Annual Bonus. Executive will be eligible to earn a discretionary annual bonus equal to a percentage of Base Salary as set by the Board for each full calendar year of the Term (“Annual Bonus”), it being understood that payment of such bonus, or the amount if any of such bonus, shall not be guaranteed. As a condition to payment to Executive of any annual bonus Executive shall be required to remain employed by the Company through the end of the applicable calendar year for which the bonus is being paid. Any Annual Bonus to which Executive becomes entitled for a year shall be paid no later than March 15 of the calendar year immediately following the calendar year to which it relates.




 


 4.3 Equity Grant.




 


		●	Equity
Grants. The Board has granted, and the Company may request in the future that the Board grant Executive options to purchase shares
of the Company’s Class B Common Stock from time to time. Any equity grant will be subject to the terms and conditions of the Company’s
2014 Equity Incentive Plan or its successor (as amended, the “flan”), and the applicable equity grant agreement thereunder,
other than as set forth herein. Achievement of the vesting conditions set forth herein shall at all times be determined by the Board
in the exercise of its good faith discretion.





 


		●	Equity
                                            Structure. Any equity grant shall be structured as a stock option with the right to exercise
                                            for a full ten (10) years from the date of grant, to be designated as a non-qualified option
                                            or an incentive stock options up to the limits allowed by law.



 


 4.4 Benefits. During Executive’s employment and subject to any contribution therefor generally required under the terms of the applicable benefit plan, Executive shall be entitled to participate in any and all benefit plans from time to time in effect for the Company’s senior executives, but the Company shall not be required to establish any such plan. Participation in Company’s benefit plans and perquisite programs shall be subject in all cases to any requirements, conditions or limitations of such plans and programs as adopted or amended from time to time. The Company may alter, modify, expand or terminate its benefit plans and perquisite programs at any time as it, in its sole judgment, determines to be appropriate, without recourse by Executive.




 


 4.5 Vacation. During Executive’s employment, Executive will not earn or accrue vacation but will be permitted to take time off as needed, subject to the requirements of Executive’s position.




 


 4.6 Business Expenses. During Executive’s employment, the Company shall reimburse Executive for all reasonable and necessary out-of-pocket expenses actually incurred and paid by Executive during Executive’s employment for travel, lodging, meals, entertainment, and similar items that are incurred in connection with the performance of Executive’s services under this Agreement and are consistent with such guidelines applicable to senior executives as the Company may from time to time establish. All payments for reimbursement of such expenses shall be made to Executive only upon the presentation to the Company of appropriate vouchers or receipts required in the then current expense reimbursement platform adopted by the Company (“Expense Report”) and reimbursed according to then current practice, but in any case not later than the last day of the calendar quarter following the calendar quarter in which the expense was incurred.




 






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4.7
Anti-Harassment Provision. Executive agrees to promptly reimburse the Company for (and also agrees that the Company may offset
against, and deduct from, any amounts otherwise owed to Executive under this Agreement) any and all reasonable costs, expenses and liabilities
paid or incurred by or on behalf of the Company or its affiliates as a result of either (a) a direct claim or allegation that Executive
engaged in unlawful harassment (sexual or otherwise) made against Executive that is supported by sufficient evidence and substantiated
either through an independent investigation, court of competent jurisdiction or government agency; or (b) a claim or allegation of sexual
harassment made against Executive, whether or not substantiated or meritorious, if Executive has at any time entered into or solicited
a romantic relationship with the person making the claim or allegation. The obligation set forth in this Section 4.7 shall apply to,
among other things, the costs of any settlement or other resolution of any such claim or allegation, whether or not Executive has agreed
to the settlement or resolution.


 


5.
Termination of Employment.


 


5.1
Executive’s employment hereunder may be terminated as follows:


 


		●	Death
                                            or Disability. Executive’s employment shall terminate immediately upon the death
                                            of Executive, or, subject to applicable law, at the option of the Company, as a result of
                                            Executive’s Disability, upon written notice from the Company. For purposes of this
                                            Agreement, “Disability” means Executive’s inability, due to illness,
                                            accident, injury, physical or mental incapacity or other disability, to carry out effectively
                                            Executive’s duties and obligations to the Company or any of its affiliates or to participate
                                            effectively and actively in Executive’s position or relationship with the Company or
                                            any of its affiliates for a period of at least 75 consecutive days or for shorter periods
                                            aggregating at least 90 days (whether or not consecutive) during any consecutive 180-day
                                            period, as determined by the Company, unless a longer period of leave is required by applicable
                                            law. During any short-term disability leave, Executive shall be eligible to receive short-term
                                            disability benefits pursuant to the terms of the Company’s applicable short-term disability
                                            policy then in effect. Executive shall cooperate in all reasonable respects with the Company
                                            if a question arises as to whether Executive has become disabled pursuant to the definition
                                            of “Disability” set forth herein (including, without limitation, submitting
                                            to a reasonable examination by one or more medical doctors or other healthcare specialists
                                            selected by the Company and authorizing such medical doctors and such other health care specialists
                                            to discuss Executive’s condition with the Company).



 


		●	Termination
                                            by the Company for Cause. The Company shall have the right to terminate Executive’s
                                            employment for Cause immediately upon delivery of notice of such termination. For purposes
                                            of this Agreement, “Cause” means that Executive (a) is convicted of or
                                            indicted for, or pleads guilty or no contest to, a felony or crime involving moral turpitude;
                                            (b) commits any act of fraud, misappropriation of funds, or embezzlement; (c) engages in
                                            illegal use of controlled substances that materially interferes with Executive’s performance
                                            of Executive’s duties to the Company; (d) commits willful and dishonest misconduct
                                            in the performance of the duties to the Company; (e) breaches any material provision of this
                                            Agreement or breaches any material provision of the Volta Industries, Inc. Confidential Information
                                            and Invention Agreement (“Confidentiality Agreement”); (f) fails to follow
                                            any reasonable written directive of the Board; or (g) engages in any conduct tending to bring
                                            Executive or the Company into disrepute, including without limitation any conduct giving
                                            rise to any claim or allegation of harassment (sexual or otherwise) as described in subparts
                                            (a) or (b) of Section 4.7 above (in any such case, after notice to Executive of the same
                                            with a 30-day opportunity to cure with respect to matters that, by their nature, are capable
                                            of being cured). With respect to clause (e) of this Section, if Executive does not remedy
                                            or cure a Cause event within the applicable cure period (if any), Executive’s termination
                                            for Cause shall be effective on the day immediately following such cure period (if any).



 






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		●	Termination
                                            by the Company Without Cause, or for Death or Disability. The Company shall have the
                                            right to terminate Executive’s employment without Cause, or for death or Disability
                                            immediately upon delivery of notice of such termination, subject to fulfillment of any Severance
                                            obligations of the Company accruing in connection therewith.



 


		●	Resignation
                                            By Executive For Good Reason or Without Good Reason. The Term and Executive’s employment
                                            hereunder may be terminated by Executive for “Good Reason” or without
                                            “Good Reason”. For purposes of this Agreement, “Good Reason”
                                            shall mean (a) a material reduction of Executive’s then current Base Salary; (b) a
                                            material reduction in Executive’s authority or responsibilities from those described
                                            in Section 2; (c) a material change in the geographic location at which Executive must perform
                                            services for the Company, which shall be defined as the relocation of Executive’s principal
                                            place of employment to a location more than 100 miles from Executive’s principal place
                                            of employment on the Effective Date (it being understood that Executive shall be regularly
                                            required to travel for business reasons as shall be reasonably requested by the Reporting
                                            Officer); (d) a change in Executive’s reporting relationship, such that Executive no
                                            longer reports to the Company’s Chief Executive Officer, President or Board; or (e)
                                            any other action by the Company that constitutes a material breach of this Agreement; provided that an event described in clauses (a), (b), (c), (d), or (e) of this Section shall constitute
                                            “Good Reason” only if (1) the event occurs without the Executive’s
                                            consent, (2) Executive provides written notice to the Company within sixty (60) days of the
                                            initial occurrence of the purported Good Reason event, which notice shall describe in detail
                                            the basis and underlying facts supporting Executive’s belief that a Good Reason event
                                            has occurred, (3) the Company fails to cure the purported Good Reason event within thirty
                                            (30) days after its receipt of Executive’s written notice (the “Cure Period”),
                                            and (4) Executive actually terminates employment within thirty (30) days after the expiration
                                            of the Cure Period. If Executive decides at any time to terminate employment without Good
                                            Reason, which includes a Non-Renewal Termination, Executive shall do so by giving written
                                            notice to the Company, and the effective date of any such termination shall be two (2) weeks
                                            after the date of such notice, unless the parties mutually agree in writing to a different
                                            effective date.



 


5.2
Rights of Executive Upon Termination or Change of Control.


 


		●	Accrued
                                            Rights Upon Any Termination. In the event that Executive’s employment terminates
                                            for any reason, Executive shall be entitled to receive (A)(i) the Base Salary, and (ii) other
                                            benefits, in each case, that have been earned and accrued under this Agreement prior to the
                                            effective date of termination of employment and (B) reimbursement under this Agreement for
                                            expenses incurred prior to such date and timely reported thereafter (collectively, the “Accrued
                                            Rights”), payable as required by applicable law, and, except as set forth in Section
                                            5.2.2 below, Executive shall have no further rights to any other compensation or benefits
                                            hereunder on or after the effective date of termination of employment.



 


		●	Severance
                                            Upon Change of Control, Termination Without Cause or due to Death or Disability, a Non-Renewal
                                            Termination Effected By Company, a Resignation By Executive for Good Reason.



 


		5.2..1	Change
                                            of Control. In the event the Company consummates a Change of Control (as defined below)
                                            during the Term, Executive shall be entitled to receive, in addition to the Accrued Rights,
                                            acceleration of all outstanding then-unvested equity grants.



 






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		5.2..2	Termination.
                                            In the event that, during the Term, the Company terminates Executive’s employment without
                                            Cause, by a Non-Renewal Termination or for death or Disability, or Executive resigns for
                                            Good Reason, Executive shall be entitled to receive, in addition to the Accrued Rights, and
                                            subject to Executive’s execution and delivery to the Company, within sixty (60) days
                                            following the effective date of the termination, of an effective and irrevocable general
                                            release of claims substantially in the form attached hereto as Exhibit A, the following severance
                                            payments and benefits (collectively, “Severance”): (i) continued payment
                                            of Executive’s Base Salary (at the rate in effect immediately prior to the effective
                                            date of the termination or, if Executive’s resignation is for Good Reason as defined
                                            in clause (a) of the second sentence of Section 5.1.4, as in effect immediately prior to
                                            such reduction) for six months following the effective date of the termination or, in the
                                            case of a Non-Renewal Termination by Company, following the written notice delivered by Company
                                            pursuant to Section 1, (ii) acceleration of all outstanding then-unvested equity grants;
                                            (iii) any unpaid Annual Bonus for any year of the Term completed prior to the effective date
                                            of the termination, such Annual Bonus to be payable as a cash lump sum at the same time that
                                            Annual Bonuses in respect of such year are paid to other senior executives of the Company,
                                            and (iv) if Executive timely and properly elects to continue coverage under the Company’s
                                            group health plan pursuant to Section 4980B(f) (“COBRA”) of the Internal
                                            Revenue Code of 1986, as amended (the “Code”), for Executive and Executive’s
                                            eligible spouse and dependents, the Company will reimburse Executive for (or will pay directly,
                                            in the discretion of the Company) any portion of the premium charged for such coverage that
                                            exceeds the amount paid for similar coverage by active employees for a period of twelve (12)
                                            months following the termination date or until Executive or his or her eligible spouse or
                                            dependents, as applicable, are no longer entitled to COBRA continuation coverage under the
                                            Company’s group health plan, whichever period is shorter; provided, however,
                                            that any Severance payable under clauses (i), (ii), or (iii) or any payment or reimbursement
                                            under clause (iv) that would otherwise be paid on or prior to the 60th day following the
                                            effective date of the termination shall be withheld and shall instead be paid in a lump sum
                                            on the first regular payroll date of the Company following such 60th day, with the remainder
                                            of the Severance payable under clause (i) and any payment or reimbursement of premiums under
                                            clause (iv) paid on the Company’s regular payroll schedule.
	 	 	 
	 	 	For
                                            purposes of this Agreement, “Change of Control” means the consummation
                                            of the first to occur of: (a) a sale of the common stock or other securities of the Company
                                            following which the shareholders immediately prior to such sale own, directly or indirectly,
                                            50% or less of the combined voting power of the outstanding voting securities of the Company;
                                            (b) a sale of all or substantially all of the assets of the Company and its subsidiaries
                                            taken as a whole; or (c) a plan of reorganization, recapitalization, merger or consolidation
                                            for financial consideration involving the Company (a “Reorganization Transaction”),
                                            except for a transaction following which the shareholders immediately prior to such Reorganization
                                            Transaction own, directly or indirectly, more than 50% of the combined voting power of the
                                            outstanding voting securities of the Company or any successor thereto or the person resulting
                                            from such Reorganization Transaction. Notwithstanding the forgoing, a Change of Control shall
                                            not include any transaction (for or without financial consideration) from one shareholder
                                            to another shareholder or transfers by a shareholder to a family member, trust for the benefit
                                            of a shareholder or family member or an entity owned or controlled by the shareholder, the
                                            shareholder’s family members or such a family member’s(s’) trust.



 






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5.3
Cooperation. From and after Executive’s termination of employment, Executive shall provide Executive’s reasonable
cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring
during Executive’s employment hereunder; provided, that the Company shall, (i) subject to applicable law, compensate Executive
at a reasonable rate for time spent providing such reasonable cooperation and (ii) reimburse Executive for Executive’s reasonable
costs and expenses (including legal counsel selected by Executive and reasonably acceptable to the Company); provided, further,
that such cooperation shall not unreasonably burden Executive or unreasonably interfere with any subsequent employment that Executive
may undertake.


 


6.
Miscellaneous.


 


6.1
Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally,
emailed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed
given when so delivered personally, emailed or sent by facsimile transmission or, if mailed, on date of delivery as follows:


 


(a)
 If to the Company, to:


 


155
De Haro St.,


San
Francisco, CA 94103


Attention:
President


 


(b)
If to Executive, at Executive’s last residence shown on the records of the Company.


 


6.2
Entire Agreement. This Agreement and the Confidentiality Agreement collectively contain the entire agreement between the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements, written or oral, with respect to only that
subject matter.


 


6.3
No Third-Party Beneficiaries; Waivers and Amendments. No provision of this Agreement may be modified, waived, discharged or amended
unless such modification, waiver, discharge or amendment is agreed to in writing and signed by the party against whom such modification,
waiver, discharge or amendment is asserted. No waiver by either party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. Except as expressly set forth herein, this Agreement is not intended to, and shall not, convey any
rights on or inure to the benefit of any person or entity other than the parties hereto.


 






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6.4
Governing Law.


 


		●	This
                                            Agreement shall be governed by and construed in accordance with the Laws of the State of
                                            California without regard to any principles of conflicts of law. Each party irrevocably agrees
                                            that any legal action, suit or proceeding against them arising out of or in connection with
                                            this Agreement or the transactions contemplated by this Agreement or disputes relating hereto
                                            (whether for breach of contract, tortious conduct or otherwise) or arising out of or related
                                            to Executive’s employment or termination of employment shall be brought exclusively
                                            in a court of the United States or any state court of competent jurisdiction, and hereby
                                            irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid
                                            courts in personam, with respect to any such action, suit or proceeding.



 


		●	Each
                                            party in any dispute, legal action, suit or proceeding arising under this Agreement shall
                                            be responsible for bearing its own expenses, attorneys’ fees and other costs in such
                                            dispute, legal action, suit or proceeding.



 


6.5
Assignment. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive; any purported
assignment by Executive in violation hereof shall be null and void. Company may assign this Agreement to any Affiliate, and in the event
of any sale, transfer or other disposition of all or substantially all of Company’s assets or business, whether by merger, consolidation
or otherwise, Company may assign this Agreement and its rights and obligations hereunder. Executive acknowledges and agrees that all
Executive’s covenants and obligations to Company, as well as the rights of Company and the Company, under this Agreement shall
run in favor of and will be enforceable by Company and its subsidiaries and successors and permitted assigns.


 


6.6
Withholding. The Company shall be entitled to withhold from any payments or deemed payments hereunder any amount of tax withholding
it determines to be required by law.


 


6.7
Survival. The rights and obligations of the Company, the Company and Executive under the provisions of this Agreement, including
without limitation Sections 5, 6 and 7, shall survive and remain binding and enforceable, notwithstanding any termination of Executive’s
employment with Company, to the extent necessary to preserve the intended benefits of such provisions.


 


6.8
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors,
permitted assigns, heirs, executors and legal representatives.


 


6.9
No Waiver. The provisions of this Agreement may be waived only in writing signed by the party or parties entitled to the benefit
thereof. A waiver or any breach or failure to enforce any provision of this Agreement shall not in any way affect, limit or waive a party’s
rights hereunder at any time to enforce strict compliance thereafter with every provision of this Agreement.


 


6.10
Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Each counterpart may
consist of two copies hereof each signed by one of the parties hereto.


 


6.11
Existing Agreements. Executive represents that Executive is not subject or a party to any employment or consulting agreement,
non-competition covenant or other agreement, covenant or understanding that might prohibit Executive from executing this Agreement or
limit Executive’s ability to fulfill all responsibilities hereunder.


 


6.12
Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 






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6.13
Section 409A. Although the Company does not guaranty the tax treatment of any payments or benefits under this Agreement, the parties
hereto intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant
to Section 5.2 hereof, be exempt from the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder
(“Section 409A”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in
Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii),
or otherwise. To the extent Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and
benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding
anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions;
provided, however that in no event shall the Company or any of its affiliates be liable to Executive or any other person for any additional
tax, interest or penalty that may be imposed on Executive or any other person under, or as a result of, Section 409A or for any damages
incurred by Executive or any other person as a result of this Agreement’s (or the payments’ or benefits’ provided hereunder)
failure to comply with, or be exempt from, Section 409A. Without limiting the generality of the foregoing, and notwithstanding any other
provision of this Agreement to the contrary (other than the proviso in the immediately preceding sentence):


 


		●	In
                                            light of the uncertainty with respect to the proper application of Section 409A, the Company
                                            reserves the right to make amendments to this Agreement as the Company deems necessary or
                                            desirable to avoid the imposition of taxes or penalties under Section 409A; provided, however,
                                            that the Company shall be under no obligation to make any such amendments.



 


		●	With
                                            regard to any provision in this Agreement that provides for reimbursement of expenses or
                                            in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant
                                            to this Agreement that does not constitute a “deferral of compensation,” within
                                            the meaning of Treasury Regulation Section 1.409A-1(b), (a) the amount of expenses eligible
                                            for reimbursement, or in-kind benefits provided, during any calendar year will not affect
                                            the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other
                                            calendar year, (b) such reimbursements will be made on or before the last day of the calendar
                                            year following the calendar year in which the expense was incurred, and (c) the right to
                                            reimbursement or in-kind benefits will not be subject to liquidation or exchange for another
                                            benefit.



 


		●	For
                                            purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation
                                            Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments
                                            shall be treated as a right to receive a series of separate and distinct payments and, accordingly,
                                            each installment payment shall at all times be considered a separate and distinct payment.
                                            Whenever a payment under this Agreement may be paid within a specified period, the actual
                                            date of payment within the specified period shall be within the sole discretion of Company
                                            (as applicable).



 


		●	If,
                                            at the time of Executive’s separation from service (as defined in Section 409A), Executive
                                            is a “Specified Employee”, then the Company will defer the payment or commencement
                                            of any nonqualified deferred compensation subject to Section 409A payable upon separation
                                            from service (without any reduction in such payments or benefits ultimately paid or provided
                                            to Executive) until the date that is six months following separation from service or, if
                                            earlier, the earliest other date as is permitted under Section 409A (and any amounts that
                                            otherwise would have been paid during this deferral period will be paid in a lump sum on
                                            the day after the expiration of the six-month period or such shorter period, if applicable).
                                            Executive will be a “Specified Employee” for purposes of this Agreement if, on
                                            the date of Executive’s separation from service, Executive is an individual who is,
                                            under the method of determination adopted by Company designated as, or within the category
                                            of executives deemed to be, a “Specified Employee” within the meaning and in
                                            accordance with Treasury Regulation Section 1.409A-1(i). Company shall determine in its sole
                                            discretion all matters relating to who is a “Specified Employee” and the application
                                            of and effects of the change in such determination.



 






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		●	Notwithstanding
                                            anything in this Agreement or elsewhere to the contrary, a termination of employment shall
                                            not be deemed to have occurred for purposes of any provision of this Agreement providing
                                            for the payment of any amounts or benefits that constitute “non-qualified deferred
                                            compensation” within the meaning of Section 409A upon or following a termination of
                                            Executive’s employment unless such termination is also a “separation from service”
                                            within the meaning of Section 409A and, for purposes of any such provision of this Agreement,
                                            references to a “termination,” “termination of employment” or like
                                            terms shall mean “separation from service” and the date of such separation from
                                            service shall be the effective date of the termination for purposes of any such payment or
                                            benefits.



 


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	VOLTA INDUSTRIES,
  INC.
	 	 	 
	 	By:	 /s/
  Christopher Wendel
	 	 	Christopher Wendel
	 	 	President
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 
	 	/s/
  James DeGraw
	 	James DeGraw






 









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Exhibit
A


 


SETTLEMENT
AND RELEASE AGREEMENT


 


This
Settlement and Release Agreement (the “Agreement”) is by and between Volta Industries, Inc., a Delaware
corporation (the “Company”), and ________ (the “Employee”) effective as
of          .


 


For
good, valuable and sufficient consideration, including but not limited to the mutual promises described below, Employee agrees as follows:


 


		1.	Separation.
                                            I have been employed by the Company as ________. I understand that effective as of the close
                                            of business on ________, my employment with the Company will terminate. I acknowledge this
                                            date will be considered my “Termination Date” for purposes of all benefits and
                                            equity plan purposes and will be my last day of work with the Company.



 


		2.	Severance
                                            Pay. I understand that, as provided in Section 5.2.2.2 of my Employment Agreement, if
                                            I sign this Agreement, (i) I will receive Severance in the total amount of $__________ and
                                            [(ii) the Company will pay my COBRA (as defined below) costs for health benefits through
                                            ]. [Delete COBRA provision if not applicable]. Payments will be less
                                            any applicable withholdings and payable in the ordinary course of the Company’s business
                                            as if I were still performing all of my job duties for the Company.



 


		3.	Consideration.
                                            The Company is not obligated to continue to employ me or pay me any additional money, compensation,
                                            or benefits as of my Termination Date. I acknowledge that, at all times, , in this Agreement,
                                            I am receiving more money, compensation, and benefits than I would otherwise be entitled
                                            to receive from the Company. I further agree that the above-referenced consideration is sufficient
                                            consideration for my exchanges herein.



 


		4.	Termination
                                            of Benefits. Effective with the close of business on my Termination Date, other than
                                            as provided in Section 5.2.2.2 of my Employment Agreement, my participation in and entitlement
                                            to all health benefits, fringe benefits or employee benefit plans or programs (such as paid
                                            holidays, paid vacations, accident insurance, salary continuation, life insurance, accidental
                                            death and dismemberment insurance, travel and accident insurance, retirement, equity or profit
                                            interests in the Company, etc.) will cease. Other than as provided in Section 5.2.2.2 of
                                            my Employment Agreement, should I wish to continue health benefits coverage through Company’s
                                            group insurance plans beyond my separation, I will be responsible for paying the premium
                                            in full each month. I understand I will receive a separate notice explaining my right to
                                            continuation and conversion of my health benefits under the Consolidated Omnibus Reconciliation
                                            Act of 1985 (“COBRA”) and/or any applicable state law.



 






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		5.	Stock
                                            Options. I acknowledge that I was granted options to purchase ____ shares of the Company’s
                                            common stock pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”),
                                            as follows: (i) an option to purchase _____shares of the Company’s common stock on
                                            _____ (the “____ Grant”), [List all]. I acknowledge that, as of
                                            my Termination Date, I have vested in the portion of my____ Grant to purchase ____ shares
                                            of the Company’s common stock, [List totals vested in all] and have vested
                                            in no portion of my ___ Grant. Under the terms of the Plan and the applicable grant documentation
                                            and pursuant to Section 5.2.2.2 of my Employment Agreement, vesting will accelerate on my
                                            execution and delivery of this Agreement.



 







		6.	Claims
                                            Released. I hereby release the Company, its affiliates and any of the Company or any
                                            its affiliates present, former, and future owners, members, directors, officers, shareholders,
                                            employees, agents, servants, representatives, attorneys, predecessors, successors, and assigns,
                                            from all claims of every kind and nature, in law, equity, or otherwise, both known and unknown,
                                            suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related
                                            to agreements, events, acts or conduct at any time prior to and including the execution date
                                            of this Agreement, including but not limited to: (a) claims arising out of or relating in
                                            any way to my employment with the Company or the conclusion of that employment; (b) claims
                                            that the Company has agreed to offer me profit interests, equity or other ownership interest
                                            in the Company; (c) claims arising under any other federal, state or local law, regulation,
                                            ordinance or order that regulates the employment relationship and/or employee benefits, including
                                            Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act
                                            of 1990 as amended, the Age Discrimination in Employment Act, as amended, the Civil Rights
                                            Act of 1991, the Employee Retirement Income Security Act of 1974 as amended, the Family and
                                            Medical Leave Act, or under any other employment or antidiscrimination laws, including those
                                            in the State of California, [Add other applicable state laws.] including, for
                                            example, the Fair Employment and Housing Act (“FEHA”), Cal Gov’t. Code
                                            § 12920, § 12940 et seq., the California Family Rights Act, the California Labor
                                            Code (including wage and commission claims), any state or federal laws providing “whistleblower”
                                            protection, and any other law relating to employment matters, including claims for breach
                                            of express or implied contract, breach of the covenant of good faith and fair dealing, intentional
                                            or negligent infliction of emotional distress, wrongful or unlawful discharge, defamation,
                                            or any other tort, common law or statutory claim relating to my employment relationship with
                                            the Company, and for attorneys’ fees.



 


This
Agreement applies both to claims which are now known or are later discovered. However, this Agreement does not apply to any claims that
may arise after the date I execute the Agreement. Nor does this Agreement apply to any claims which may not be released under applicable
law. Nothing in this Agreement will be construed to impede or impair my right to communicate with government agencies regarding matters
that are within the jurisdiction of those agencies, although this exception does not limit the scope of the waiver and release in Paragraphs
7-9 herein, and I waive any right to recover damages or obtain individual relief that might otherwise result from the filing of any excepted
charge, with regard to any claim released herein.


 


I
acknowledge that I have been advised of Section 1542 of the Civil Code of California, which states substantially as follows: “A
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known to him or her must have materially affected his or her settlement with the debtor
or released party.” I hereby waive any right or benefit which I have or may have under Section 1542 of the Civil Code of California,
or any similar provision of any other applicable state law, to the full extent that I may lawfully waive such rights and benefits, and
understand that my release in this Agreement applies to claims known and unknown.


 






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I
UNDERSTAND AND ACKNOWLEDGE THAT: (1) THIS IS A LEGALLY BINDING AGREEMENT; (2) BY SIGNING THIS AGREEMENT I AM BARRED FROM INSTITUTING
A LAWSUIT FOR THE CAUSES OF ACTION SET FORTH ABOVE; (3) I WAS INFORMED OF MY RIGHT TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT; (4) I AM SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.


 


		7.	The
                                            Terms “Claims” and “Release” are Construed Broadly. As used in
                                            this Agreement, the term “claims” will be construed broadly and will be read
                                            to include, for example, the terms “rights,” “causes of action (whether
                                            arising in law or equity),” “damages,” “demands,” “obligations,”
                                            “grievances” and “liabilities” of any kind or character. Similarly,
                                            the term “release” will be construed broadly and will be read to include, for
                                            example, the terms “discharge” and “waive.”



 


		8.	[OWBPA
                                            Waiver. This Agreement contains a release of claims under the Age Discrimination in Employment
                                            Act of 1967, 29 U.S.C. §621, et seq. (“ADEA”). I understand that
                                            the following provisions are provided, pursuant to the Older Workers’ Benefit Protection
                                            Act, to advise me that: (a) I am waiving claims under the ADEA in exchange for the payments
                                            set forth in Paragraph 2 and acceleration of vesting of stock options set forth in Paragraph
                                            5 above; (b) my waiver does not apply to rights or claims that arise after the date I execute
                                            this Agreement; (c) I am advised to consult with an attorney before signing this Agreement;
                                            (d) I have a period of twenty-one (21) days after the date I receive this Agreement within
                                            which to review and consider this Agreement before signing it, although I need not wait for
                                            the 21-day period to expire before executing this Agreement; (e) I may revoke this Agreement
                                            in writing by delivering a written notice of revocation to Legal, at 155 De Haro Street,
                                            San Francisco, California 94103, at any time within seven (7) calendar days after signing
                                            of this agreement (in lieu of delivery by hand or by mail within seven (7) days, the notice
                                            of revocation may be e-mailed to **************************** with a hard copy being sent
                                            simultaneously by mail); and (f) this Agreement shall not be effective until the date upon
                                            which the revocation period has expired unexercised, which shall be the eighth day after
                                            this Agreement is executed by me (the “Effective Date”). I understand the notice
                                            of revocation must be received prior to the expiration of the 7-day revocation period. ]
                                            [Delete if not applicable]



 


		9.	My
                                            Acknowledgments and Affirmations. I acknowledge and agree that (i) I have been paid for
                                            all time worked and commissions earned, have received all the leave, leaves of absence and
                                            leave benefits and protections for which I am eligible, and have not suffered any on-the-job
                                            injury for which I have not already filed a claim; (ii) I have been given sufficient time
                                            to consider this Agreement and to consult an attorney or advisor of my choosing; and (iii)
                                            I am knowingly and voluntarily executing this Agreement waiving and releasing any claims
                                            I may have as of the date I execute it. I affirm that I have not filed or caused to be filed,
                                            and are not presently a party to, a claim against any of the Company. I further acknowledge
                                            that, except as expressly set forth above, I have not earned and will not receive any compensation,
                                            including without limitation, salary, bonus, commissions, or severance or any benefits before
                                            or after the Termination Date, with the exception of any vested right my may have under the
                                            express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).



 






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		10.	Agreement
                                            Binding on Employee and Related Parties. This Agreement will be binding upon me and my
                                            spouse, agents, attorneys, personal representatives, executors, administrators, heirs, beneficiaries,
                                            successors, and assigns.



 


		11.	Suit
                                            in Violation of this Agreement—Loss of Benefits and Payment of Costs. If I bring
                                            an action against the Company in violation of this Agreement or if I bring an action asking
                                            that the Agreement be declared invalid or unenforceable, I agree that prior to the commencement
                                            of such an action I will tender back to the Company all payments which I have received as
                                            consideration for this Agreement and that all remaining payments and benefits to be provided
                                            to me as consideration for this Agreement will permanently cease as of the date such action
                                            is initiated. If any action is brought by either party to enforce the terms of this Agreement,
                                            the unsuccessful party agrees to pay all costs, expenses and reasonable attorneys’
                                            fees incurred by the successful party in its successful prosecution or defense of the action
                                            brought.



 


		12.	No
                                            Reapplication. I agree not to reapply for employment with, otherwise work for, or provide
                                            services to the Company directly or indirectly through another entity.



 


		13.	Return
                                            of Company Property. On or before the close of business on my Termination Date, I will
                                            return to the Company all items of the Company’s property, including, but not limited
                                            to: credit cards, desk or office keys, identification cards, calculators, computer passwords,
                                            computer diskettes, computer programs, any and all originals or copies of any Company documents
                                            and files (including but not limited to customer lists and information, pricing lists and
                                            information, financial documents, audit records, account information, Company emails, trade
                                            secrets, and any materials of any kind which contain or embody any confidential and proprietary
                                            information, etc.), including all copies of these items.



 


		14.	All
                                            Representations in Documents. In entering into this Agreement, I acknowledge that I have
                                            not relied on any verbal or written representations by any Company representative other than
                                            those explicitly set forth in this Agreement. This Agreement sets forth the entire agreement
                                            between the Company and me and completely supersedes any prior agreements, oral statements
                                            or understandings concerning the termination of my employment and any benefits I might receive
                                            following that termination. However, this Agreement does not supersede my obligations and
                                            the Company’s rights described below in Paragraphs 19-20 or under any agreements that
                                            are demonstrably independent of this Agreement, such as any confidentiality, non-disclosure,
                                            non-competition, non-solicitation, trade secret, and/or assignment of inventions and other
                                            intellectual property provisions to which my employment was subject, all of which will remain
                                            in effect and are enforceable according to their terms.



 


		15.	Partial
                                            Invalidity of Agreement. If any part of this Agreement is held to be unenforceable, invalid,
                                            or void, then the balance of this Agreement will nonetheless remain in full force and effect
                                            to the extent permitted by law.



 


		16.	Headings.
                                            The headings and subheadings in this Agreement are inserted for convenience and reference
                                            only and are not to be used in construing the Agreement.



 


		17.	Applicable
                                            Law and Venue. This Agreement and any action related thereto will be governed and interpreted
                                            by and under the laws of the State of California, without giving effect to any conflicts
                                            of laws principles that require the application of the law of a different state. I expressly
                                            consent to personal jurisdiction and venue in any state or federal court of competent jurisdiction
                                            for any lawsuit arising from or related to this Agreement.



 






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		18.	Voluntary
                                            Agreement. I have entered into this Agreement knowingly and voluntarily and understand
                                            that its terms are binding on me.



 


		19.	Confidentiality.
                                            I agree that I will not divulge proprietary or confidential information relating to the Company.
                                            I agree that the existence and terms of this Agreement have been and will be kept confidential
                                            by me and not disclosed, revealed or characterized by me (directly or indirectly by innuendo
                                            or otherwise), except as required by law, to anyone other than my immediate family and my
                                            attorney and tax advisor, who must also agree similarly not to make any further disclosure.
                                            Notwithstanding the foregoing, nothing in this Agreement shall limit my right to discuss
                                            my employment with the Equal Employment Opportunity Commission, United States Department
                                            of Labor, the National Labor Relations Board, other federal government agency or similar
                                            state or local agency or to discuss the terms and conditions of my employment with others
                                            to the extent expressly permitted by Section 7 of the National Labor Relations Act.



 


		20.	Non-Disparagement.
                                            I will not say anything detrimental about or do anything detrimental to the products, processes
                                            and services of the Company, or to the products, processes and services of any parent, subsidiary,
                                            or affiliate of the Company, or any business entity related to the Company; provided that
                                            I may respond accurately and fully to any question, inquiry or request for information when
                                            required by legal process.



 


		21.	No
                                            Tax Advice. I understand and agree that Company is neither providing tax nor legal advice,
                                            nor is Company making representations regarding tax obligations or consequences, if any,
                                            related to this Agreement. I further agree that I will assume any such tax obligations or
                                            consequences that may arise from this Agreement, and that I shall not seek any indemnification
                                            from Company in this regard.



 


		22.	Admissibility.
                                            Neither this Agreement nor the offer of this Agreement will be considered any indication
                                            or admission of wrongdoing by the Company; it is offered in accordance with the policies
                                            underlying Federal Rules of Evidence, Rule 408, and the comparable rules under applicable
                                            state or local Rules of Evidence, and will not be admissible in any proceeding except a proceeding
                                            to enforce or challenge its terms.



 





	Employee:	 	Company:
	 	 	 	 	 
	[INSERT NAME]	 	VOLTA INDUSTRIES, INC.
	 	 	 	 	 
	/s/	 	By	 
	 	 	 	Its	 
	Date:	 	 	Date	 



 


 


The
parties each acknowledge that they have read this Agreement and understand and voluntarily agree to its terms.


 




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