Exhibit 10.6


 





 


August
3, 2017


 


Mr.
Thomas Healy


1967
Eastern Ave.


Pittsburgh,
PA


15147


 


Dear
Thomas:


 


Hyliion
Inc. (Hyliion or the Company) is pleased to confirm the terms under which you are employed in your position of Chief Executive
Officer reporting to the Hyliion Board of Directors.


 


Compensation 


Your
compensation package includes the following:


 


		1.	Your
                                         salary will be $10,000.00 per pay period (equivalent to an annualized rate of $240,000.00),
                                         for the current and next calendar years, and thereafter will be subject to adjustment
                                         as determined by the Board of Directors or the Compensation Committee thereof.



 


		2.	There
                                         are twenty-four pay periods in the calendar year. Pay dates are on the 15th and the last
                                         day of every month.



 


		3.	You
                                         are eligible to participate in Hyliion’s benefits as described in Hyliion’s
                                         then-current benefit plan documentation. Health insurance benefits will commence on
                                         the first of the month following notification to Hyliion by you of your election of such
                                         health insurance benefits. Any questions regarding Hyliion’s policy, benefits administration
                                         or eligibility should be directed to Beth Rodak, Benefits Administrator: 412-327-0324
                                         or beth@hyliion.com.



 


		4.	You
                                         may be eligible for an annual bonus, which would be based upon certain criteria and/or
                                         milestones established by the Board of Directors for the applicable year. Further, your
                                         eligibility to receive any bonus payment will be contingent upon your continued employment
                                         by the Company through the applicable bonus payment date.



 


Severance 


If
you are let go by the Company for any reason other than for the existence of cause (i.e., violence, theft, fraudulent activities,
harassment), as determined by the Board of Directors, the Company agrees to pay you six months of severance at the rate of your
current base monthly salary plus COBRA insurance premiums at the time of termination. Payment is payable in regular pay periods
over the six months unless you secure a position with the same or higher base salary within the six month time frame, then payments
will cease. If base salary is less than what was paid to you by Hyliion, the company would only be responsible for the difference.


   


1967
Eastern Ave ● Pittsburgh PA ● Tel: (412) 704-6568


www.hyliion.com





 






     


     


    

 





 


Confidentiality,
Non-Compete and Proprietary Information 


As
an employee of Hyliion, all proprietary information and inventions remain the property of Hyliion. By signing this letter, you
agree that all work you perform (whether before or after the date of this letter) for Hyliion is on a “work for hire”
basis, and you assign and transfer, and will assign and transfer, to Hyliion and its successors and assigns all of your right,
title and interest, including but not limited to, all patents, patent applications, trademarks and trademark applications, copyrights
and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international
conventions, in and to all Developments that: (a) relate to Hyliion’s business or any of Hyliion’s products or services;
(b) result from tasks assigned to you by Hyliion; or (c) result from the use of personal
property (whether tangible or intangible) owned, leased or contracted for by Hyliion. Upon reasonable notice and in exchange for
payment of any expenses thereafter reasonably incurred, you will assist Hyliion in the protection of Hyliion’s worldwide
right, title and interest in and to Developments, including the execution of all formal assignment, application and registration
documents requested by Hyliion. As used in this letter, “Developments” means all inventions, discoveries, designs,
developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques,
trade secrets, conceptions, graphics or images, audio or visual works, and other works of authorship, whether or not patentable
or copyrightable.


 


You
are required to sign Hyliion’s Confidentiality, Non-Compete, Proprietary and Inventions Assignment Agreement as a condition
of employment.


 


Conflict
of Interest 


You
are expected to be entering into employment with Hyliion without constraint by any prior employment, consulting agreement or relationship.
You are expected to be without possession of confidential information arising out of prior employment, which in your best judgment,
would be utilized in conjunction with your employment with Hyliion.


 


Employment
At-Will 


We
hope that your employment with Hyliion will be mutually beneficial. In accepting our offer of employment, you certify your understanding
that your employment will be on an at-will basis, and that neither you nor Hyliion has entered into a contract regarding the terms
or the duration of your employment. Nothing in this letter should be construed as a guarantee of employment. All employees are
considered “at-will” and are free to resign at any time just as Hyliion reserves the right to change your work assignment
or compensation, or to terminate your employment at any time, with or without cause or advance notice.


 


Indemnification
and D&O Insurance 


You
will be provided indemnification to the maximum extent permitted by the Company’s Certificate of Incorporation (as amended
and/or restated from time to time) and Bylaws, including, if applicable, any directors and officers and errors and omissions insurance
policies, with such indemnification to be on terms determined by the board of directors or any of its authorized committees, but
on terms no less favorable than the most favorable terms provided to any other Company executive, officer, director or stockholder.


 


Reimbursement
of Business Expenses 


The
Company will promptly reimburse you for all necessary and reasonable business expenses advanced by you upon receipt from you of
receipts for such expenses.


 


[Signature page follows.]


 


1967
Eastern Ave ● Pittsburgh PA ● Tel: (412) 704-6568


www.hyliion.com





 






     


     


    

 


	 	Hyllion Inc.
	 	 
	 	/s/ Edward Olkkola
	 	Edward Olkkola, Board of Directors



 


	Acknowledged:	 	 
	 	 	 
	/s/
Thomas Healy	 	8/3/17
	Thomas Healy	 	Date



 


 


1967
Eastern Ave ● Pittsburgh PA ● Tel: (412) 704-6568


www.hyliion.com