Exhibit 10.4


 


PURECYCLE TECHNOLOGIES, INC.


NOTICE OF GRANT OF PERFORMANCE-BASED RESTRICTED
STOCK UNITS 


 


PureCycle Technologies, Inc.
(the “Company”) hereby grants to the Participant the number of performance-based Restricted Stock Units (“PRSUs”)
set forth below under the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”). The
PRSUs are subject to all of the terms and conditions in this Notice of Grant of Performance-Based Restricted Stock Units (this “Grant
Notice”), in the Performance-Based Restricted Stock Units Agreement attached hereto (the “Agreement”) and
in the Plan. Capitalized terms used, but not otherwise defined, in this Grant Notice will have the meanings given to such terms in the
Plan or Agreement, and the Plan and the Agreement are hereby incorporated by reference into this Grant Notice. If there are any inconsistences
between this Grant Notice or the Agreement and the Plan, the terms of the Plan shall govern.


 


	Participant:	Michael Dee
	Type of Grant:	Performance-Based Restricted Stock Units
	Date of Grant:	July [__], 2021
	Number of PRSUs:	200,000
	Performance Period:	September 17, 2021 through March 17, 2024
	Vesting Schedule:	Subject to the conditions set forth in the Agreement, including but not limited to the Participant’s continuous employment with the Company or a Subsidiary until the applicable vesting date, the PRSUs shall vest in full if the Market Value per Share is greater than $18.00 for any period of 20 trading days out of any 30 consecutive trading days within the Performance Period.


 






     


     


    

 





PURECYCLE TECHNOLOGIES, INC.


 


Performance-Based Restricted Stock Units
Agreement


 


PureCycle Technologies, Inc.
(the “Company”) has granted, pursuant to the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan
(the “Plan”), to the Participant named in the Notice of Grant of Performance-Based Restricted Stock Units (the “Grant
Notice”) to which this Performance-Based Restricted Stock Units Agreement is attached (together with the Grant Notice, this
“Agreement”) an award of Performance-Based Restricted Stock Units as set forth in such Grant Notice, subject to the
terms and conditions set forth in this Agreement.


 


1.           
Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings
given to such terms in the Plan. As used in this Agreement:


 


		(a)	“Cause” shall mean “Cause” (or a term of substantively similar meaning)
as defined in an individual employment agreement in effect as of the Date of Grant between the Participant and the Company or any Subsidiary
(an “Employment Agreement”) or as set forth in an executive severance plan in which the Participant participates as
of the Date of Grant, if any in each case, or, if the Participant does not have an Employment Agreement or participate in such executive
severance plan as of the Date of Grant (or such Employment Agreement or plan does not define “Cause”), then “Cause”
shall mean (i) the Participant’s commission of, conviction for, or plea of guilty or nolo contendere to, a felony or a crime involving
moral turpitude, or other material act or omission involving dishonesty or fraud, (ii) the Participant’s conduct that results in
or is reasonably likely to result in harm to the reputation or business of the Company or any of its affiliates in any material way, (iii)
the Participant’s failure to perform duties as reasonably directed by the Company or the Participant’s material violation
of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its affiliates or its or their business
(which, if curable, is not cured within 5 days after notice thereof is provided to the Participant) or (iv) the Participant’s gross
negligence, willful malfeasance or material act of disloyalty with respect to the Company or its affiliates (which, if curable, is not
cured within 5 days after notice thereof is provided to the Participant).



 


		(b)	“Company’s Business” means the design, development, manufacture, marketing or
sale of sustainable plastic solutions, recycling technology or related services and any other business that the Company conducts as evidenced
on the Company’s website or marketing materials of the Company.



 


		(c)	“Disability” (or similar terms) shall mean a circumstance in which the Participant
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can
be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months and otherwise
satisfies the requirements to be disabled under Section 409A of the Code.



 






     


     


    

 





		(d)	“Good Reason” shall have the meaning set forth in the Participant’s Employment
Agreement or set forth in an executive severance plan in which the Participant participates as of the Date of Grant, if any, or, if the
Participant does not have an Employment Agreement or participate in such executive severance plan as of the Date of Grant (or such Employment
Agreement or plan does not define “Good Reason”), then “Good Reason” shall mean the occurrence of any of the following
events without the Participant’s express written consent: (i) an involuntary material reduction in the Participant’s then-current
base salary, (ii) a mandatory relocation of the Participant’s primary work location to a location more than 50 miles from the Participant’s
work location as of the date of this Agreement or (iii) a material breach by the Company of the terms of this Agreement. To terminate
the Participant’s employment for Good Reason, the Participant must provide written notice to the Company of the existence of the
circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the Company
must have at least 30 days from the date on which such notice is provided to cure such circumstances. If the Participant does not terminate
his employment for Good Reason within 30 days after the expiration of the Company’s cure period, then the Participant will be deemed
to have waived his right to terminate for Good Reason with respect to such grounds.



 


		(e)	“Restricted Territory” means: (i) the geographic area(s) within a fifty (50) mile radius
of any and all Company location(s) in, to, or for which the Participant worked, to which the Participant was assigned or had any responsibility
(either direct or supervisory) at the time of termination of the Participant’s employment and at any time during the two (2) year
period prior to such termination; (ii) the United States, and (iii) all of the specific customer accounts, whether within or outside of
the geographic area described in (i) and (ii) above, with which the Participant had any contact or for which the Participant had any responsibility
(either direct or supervisory) at the time of termination of the Participant’s employment and at any time during the two (2) year
period prior to such termination.



 


2.            
Grant of PRSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the
Plan, the Company has granted to the Participant, as of the Date of Grant, the number of PRSUs set forth in the Grant Notice. Each PRSU
shall represent the right of the Participant to receive one share of Common Stock subject to and upon the terms and conditions of this
Agreement.


 


3.            
Restrictions on Transfer of PRSUs. Subject to Section 15 of the Plan, neither the PRSUs evidenced hereby nor any
interest therein or in the shares of Common Stock underlying such PRSUs shall be transferable prior to payment to the Participant pursuant
to Section 6 hereof other than by will or pursuant to the laws of descent and distribution.


 


4.            
Vesting of PRSUs.


 


		(a)	The PRSUs shall vest in accordance with the Vesting Schedule set forth in the Grant Notice (the period
from the Date of Grant until the applicable vesting date, the “Vesting Period”).
Any PRSUs that do not so become vested will be forfeited, including, except as provided in Sections 4(b), 4(c)
or 4(d) below, if the Participant ceases to be continuously employed by the Company or a Subsidiary for any reason prior
to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms)
means the absence of any interruption or termination of the Participant’s employment with the Company or a Subsidiary. Continuous
employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries.



 









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		(b)	Notwithstanding Section 4(a) above, upon the Participant’s death or Disability, in
each case prior to the end of the Vesting Period, the PRSUs shall vest in full.



 


		(c)	Notwithstanding Section 4(a) above, upon any termination of the Participant’s employment
as a result of a termination by the Company or a Subsidiary without Cause or by the Participant for Good Reason prior to the end of the
Vesting Period, the PRSUs shall vest in full.



 


		(d)	Notwithstanding Section 4(a) above, in the event of a Change in Control that occurs prior
to the end of the Vesting Period, the PRSUs shall become vested and payable in accordance with Section 5 below.



 


		5.	Effect of a Change in Control.



 


		(a)	Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Period
or forfeiture of the PRSUs, and while the Participant is continuously employed by the Company or a Subsidiary, a Change in Control occurs,
then all of the PRSUs will become vested, except to the extent that a Replacement Award is provided to the Participant in accordance with
Section 5(b) to continue, replace or assume the PRSUs covered by this Agreement (the “Replaced Award”)
immediately prior to (and contingent upon) the Change in Control.



 


		(b)	For purposes of this Agreement, a “Replacement Award” means an award (i) of the same
type (e.g., performance-based restricted stock units) as the Replaced Award, (ii) that has a value at least equal to the value
of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control
or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant holding
the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code
are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) the other terms and conditions of
which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including
the provisions that would apply in the event of a subsequent termination of employment or Change in Control). A Replacement Award may
be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section
409A of the Code. Without limiting the generality of the foregoing, the Replacement
Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The
determination of whether the conditions of this paragraph are satisfied will be made by the Board or Committee, as constituted immediately
before the Change in Control, in its sole discretion.



 









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6.            
Form and Time of Payment of PRSUs.


 


		(a)	Payment for the PRSUs, after and to the extent they have become vested, shall be made in the form of one
share of Common Stock for each vested RSU. Payment shall be made as soon as administratively practicable following (but no later than
thirty (30) days following) the date that the PRSUs become vested pursuant to Section 4 hereof.



 


		(b)	In all events, payment for the PRSUs (to the extent vested) shall be made within the short-term deferral
period for purposes of Section 409A of the Code.



 


		(c)	The Company’s obligations to the Participant with respect to the PRSUs will be satisfied in full
upon the issuance of shares of Common Stock corresponding to such PRSUs.



 


7.           
Dividend Equivalents; Voting and Other Rights.


 


		(a)	The Participant shall have no rights of ownership in the shares of Common Stock underlying the PRSUs and
no right to vote the shares of Common Stock underlying the PRSUs until the date on which the shares of Common Stock underlying the PRSUs
are issued or transferred to the Participant pursuant to Section 6 above.



 


		(b)	From and after the Date of Grant and until the earlier of (i) the time when the PRSUs become vested and
are paid in accordance with Section 6 hereof and (ii) the time when the Participant’s right to receive shares of Common
Stock in payment of the PRSUs is forfeited in accordance with Section 4 hereof, on the date that the Company pays a cash
dividend (if any) to holders of shares of Common Stock generally, the Participant shall be credited with cash per RSU equal to the amount
of such dividend. Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and
conditions (including vesting, payment and forfeitability) as apply to the PRSUs based on which the dividend equivalents were credited,
and such amounts shall be paid in cash at the same time as the PRSUs to which they relate are settled.



 


		(c)	The obligation of the Company under this Agreement will be merely that of an unfunded and unsecured promise
of the Company to deliver shares of Common Stock in the future, and the rights of the Participant will be no greater than that of an unsecured
general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.



 






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8.           
 Adjustments. The number of shares of Common Stock issuable for each PRSU and the other terms and conditions of the
grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in Section 11 of the Plan.


 


9.           
Taxes. To the extent that the Company is required to withhold federal, state, local, or foreign taxes or other amounts
in connection with any payment made or benefit realized by the Participant under this Agreement, and the amounts available to the Company
for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that
the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be
withheld. If the Participant’s benefit is to be received in the form of shares of Common Stock, then, unless otherwise determined
by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. The shares
of Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common
Stock on the date the benefit is to be included in the Participant’s income. In no event will the market value of Common Stock to
be withheld pursuant to this Section 9 to satisfy applicable withholding taxes or other amounts exceed the minimum amount
of taxes required to be withheld. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee
any particular tax result for the Participant with respect to any payment provided to the Participant hereunder, and the Participant shall
be responsible for any taxes imposed on the Participant with respect to any such payment.


 


10.         
Compliance with Law.


 


		(a)	The Company shall make reasonable efforts to comply with all applicable federal and state securities laws;
provided, however, that notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated
to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.



 


		(b)	Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant
from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise
testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and
for purpose of clarity the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission
pursuant to Section 21F of the Exchange Act.



 


11.           Compliance
With Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be
exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent
with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall
have no force or effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent
permitted by Section 409A of the Code and may be made by the Company without the consent of the Participant). Notwithstanding the
foregoing, the Company is not guaranteeing any particular tax outcome, and the Participant shall remain solely liable for any and
all tax consequences associated with the PRSUs.


 






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12.         
Competitive Activity; Non-Solicitation; Confidentiality.


 


		(a)	Acknowledgements and Agreements. The Participant hereby acknowledges and agrees that in the performance
of Participant’s duties to the Company, the Participant shall be brought into frequent contact with existing and potential customers
of the Company throughout the world. The Participant also agrees that trade secrets and confidential information of the Company, more
fully described in Section 12(e)(i), gained by the Participant during the Participant’s association with the
Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique
property of the Company. The Participant further understands and agrees that the foregoing makes it necessary for the protection of the
Company’s business that the Participant not compete with the Company during the Participant’s employment with the Company
and not compete with the Company for a reasonable period thereafter, as further provided in the following subparagraphs. In consideration
of the Participant’s receipt of the PRSUs and the confidential information described herein, the Participant agrees to the restrictive
covenants in this Section 12.



 


		(b)	Covenants.



 


		(i)	Covenants During Employment. While employed by the Company, the Participant shall not compete with
the Company anywhere in the world. In accordance with this restriction, but without limiting its terms, while employed by the Company,
the Participant shall not:



 


		(A)	create, establish, enter into, be employed by or engage in any manner, either directly or indirectly,
in any business which competes with the Company’s business;



 


		(B)	solicit customers, business, patronage or orders for, or sell, any products or services in competition
with, or for any business that competes with, the Company’s business;



 


		(C)	divert, entice or otherwise take away any customers, vendors, business, patronage or orders of the Company
or attempt to do so; or



 


		(D)	promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or
other entity engaged in any business which competes with the Company’s business.



 






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		(ii)	Covenants Following Termination. For a period of two (2) years following the termination of the
Participant’s employment for any reason, the Participant shall not:



 





		(A)	accept employment from, enter into or engage in any business which competes with the Company’s Business
within the Restricted Territory;



 


		(B)	solicit customers, business, patronage or orders for, or sell, any products and services in competition
with, or for any business, wherever located, that competes with, the Company’s Business within the Restricted Territory;



 


		(C)	divert, entice or otherwise take away any customers, business, patronage or orders of the Company within
the Restricted Territory, or attempt to do so; or



 


		(D)	promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or
other entity engaged in any business which competes with the Company’s Business within the Restricted Territory.



 


		(iii)	Indirect Competition. For the purposes of Section 12(b)(i) and (ii)
inclusive, but without limitation thereof, the Participant shall be in violation thereof if the Participant engages in any or all of the
activities set forth therein directly as an individual on the Participant’s own account, or indirectly as a partner, joint venturer,
employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity,
or as a stockholder of any corporation in which the Participant or the Participant’s spouse, child or parent owns, directly or indirectly,
individually or in the aggregate, more than five percent (5%) of the outstanding stock.



 


		(iv)	If it shall be judicially determined that the Participant has violated this Section 12(b),
then the period applicable to each obligation that the Participant shall have been determined to have violated shall automatically be
extended by a period of time equal in length to the period during which such violation(s) occurred.



 


		(c)	The Company. For purposes of this Section 12, the Company shall include any
and all direct and indirect subsidiary, parent, affiliated or related companies of the Company for which the Participant worked or had
responsibility at the time of termination of the Participant’s employment and at any time during the two (2) year period prior to
such termination.



 


		(d)	Non-Solicitation. The Participant shall not, directly or indirectly, at any time, during the
                                                               period of the Participant’s employment or for one year thereafter, attempt to disrupt, damage, impair or interfere with the
                                                               Company’s business by raiding any of the Company’s employees or soliciting any of them to resign from their employment
                                                               with the Company, or by disrupting the relationship between the Company and any of its consultants, agents or representatives. The
                                                               Participant acknowledges that this covenant is necessary
to enable the Company to maintain a stable workforce and remain in business.



 









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		(e)	Further Covenants.



 


		(i)	The Participant shall keep in strict confidence, and shall not, directly or indirectly, at any time, during
or after the Participant’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course
of performing the Participant’s duties of employment, use any trade secrets or confidential business and technical information of
the Company or its customers or vendors, without limitation as to when or how the Participant may have acquired such information. With
respect to materials that are trade secrets, the protection shall last for so long as the materials remain trade secrets as defined by
law. For the remainder of the confidential information, the protection shall last for 20 years post-termination. Such confidential information
shall include, without limitation, the Company’s unique selling, manufacturing and servicing methods and business techniques, plant
schematics and operating manuals, training, service and business manuals, promotional materials, training courses and other training and
instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer
information, strategic business plans, systems designs and other business information. The Participant specifically acknowledges that
all such confidential information, whether reduced to writing, maintained on any form of electronic media or maintained in the mind or
memory of the Participant, and whether compiled by the Company and/or the Participant, derives independent economic value from not being
readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable
efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company
and that any retention and use of such information by the Participant during the Participant’s employment with the Company (except
in the course of performing the Participant’s duties and obligations to the Company) or after the termination of the Participant’s
employment shall constitute a misappropriation of the Company’s trade secrets.



 


		(ii)	The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall
not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is
made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for
the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation
by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and usethe trade secret information in the
court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret,
except pursuant to court order.



 









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		(iii)	The Participant agrees that upon termination of the Participant’s employment with the Company for
any reason, the Participant shall return to the Company, in good condition, all property of the Company, including, without limitation,
the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of
information listed in Section 12(e)(i) of this Agreement. In the event that such items are not so returned, the Company
shall have the right to charge the Participant for all reasonable damages, costs, attorneys’ fees and other expenses incurred in
searching for, taking, removing and/or recovering such property.



 


		(f)	Discoveries and Inventions; Work Made for Hire.



 


		(i)	The Participant agrees that upon conception and/or development of any idea, discovery, invention, improvement,
software, writing or other material or design that: (A) relates to the business of the Company, or (B) relates to the Company’s
actual or demonstrably anticipated research or development, or (C) results from any work performed by the Participant for the Company,
the Participant does hereby assign to the Company the entire right, title and interest in and to any such idea, discovery, invention,
improvement, software, writing or other material or design. The Participant has no obligation to assign any idea, discovery, invention,
improvement, software, writing or other material or design that the Participant conceives and/or develops entirely on the Participant’s
own time without using the Company’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention,
improvement, software, writing or other material or design: (x) relates to the business of the Company, or (y) relates to the
Company’s actual or demonstrably anticipated research or development, or (z) results from any work performed by the Participant
for the Company. The Participant agrees that any idea, discovery, invention, improvement, software, writing or other material or design
that relates to the business of the Company or relates to the Company’s actual or demonstrably anticipated research or development
which is conceived or suggested by the Participant, either solely or jointly with others, within one (1) year following the termination
of the Participant’s employment shall be presumed to have been so made, conceived or suggested in the course of such employment
with the use of the Company’s equipment, supplies, facilities, and/or trade secrets.



 


		(ii)	In order to determine the rights of the Participant and the Company in any idea, discovery, invention,
improvement, software, writing or other material, and to insure the protection of the same, the Participant agrees that during the Participant’s
employment, and for two (2) years after the termination of the Participant’s employment,
the Participant shall disclose immediately and fully to the Company any idea, discovery, invention, improvement, software, writing or
other material or design conceived, made or developed by the Participant solely or jointly with others. The Company agrees to keep any
such disclosures confidential. The Participant also agrees to record descriptions of all work in the manner directed by the Company and
agrees that all such records and copies, samples and experimental materials shall be the exclusive property of the Company. The Participant
agrees that at the request of and without charge to the Company, but at the Company’s expense, the Participant shall execute a written
assignment of the idea, discovery, invention, improvement, software, writing or other material or design to the Company and shall assign
to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright
therein; and that Participant shall do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright,
or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation
in part thereof, or for any reissue of any patent issued thereon. In the event the Company is unable, after reasonable effort, and in
any event after ten (10) business days, to secure the Participant’s signature on a written assignment to the Company of any application
for letters patent or to any common-law or statutory copyright or other property right therein, whether because of the Participant’s
physical or mental incapacity or for any other reason whatsoever, the Participant irrevocably designates and appoints the Corporate Secretary
of the Company as the Participant’s attorney-in-fact to act on the Participant’s behalf to execute and file any such application
and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.



 









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		(iii)	The Participant acknowledges that, to the extent permitted by law, all work papers, reports, documentation,
drawings, photographs, negatives, tapes and masters thereof, prototypes and other materials (hereinafter, “items”), including
without limitation, any and all such items generated and maintained on any form of electronic media, generated by the Participant during
the Participant’s employment with the Company shall be considered a “work made for hire” and that ownership of any and
all copyrights in any and all such items shall belong to the Company. The item shall recognize the Company as the copyright owner, shall
contain all proper copyright notices, e.g., “(creation date) PureCycle Technologies, Inc., All Rights Reserved,” and shall
be in condition to be registered or otherwise placed in compliance with registration or other statutory requirements throughout the world.



 


		(g)	Communication of Contents of Agreement. While employed by the Company and for two (2) years
                                                               thereafter, the Participant shall communicate the contents of Section 12 of this Agreement to any person, firm,
                                                               association, partnership, corporation or other entity that the Participant
intends to be employed by, associated with or represent.



 









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		(h)	Confidentiality Agreements. The Participant agrees that the Participant shall not disclose to the
Company or induce the Company to use any secret or confidential information belonging to the Participant’s former employers. The
Participant warrants that the Participant is not bound by the terms of a confidentiality agreement or other agreement with a third party
that would preclude or limit the Participant’s right to work for the Company and/or to disclose to the Company any ideas, inventions,
discoveries, improvements or designs or other information that may be conceived during employment with the Company. The Participant agrees
to provide the Company with a copy of any and all agreements with a third party that preclude or limit the Participant’s right to
make disclosures or to engage in any other activities contemplated by the Participant’s employment with the Company.



 


		(i)	Relief. The Participant acknowledges and agrees that the remedy at law available to the Company
for breach of any of the Participant’s obligations under this Agreement would be inadequate. The Participant therefore agrees that,
in addition to any other rights or remedies that the Company may have at law or in equity, temporary and permanent injunctive relief may
be granted in any proceeding which may be brought to enforce any provision contained in Sections 12(b), 12(d),
12(e), 12(f), 12(g) and 12(h) inclusive, of this Agreement, without the necessity
of proof of actual damage.



 


		(j)	Reasonableness. The Participant acknowledges that the Participant’s obligations under this
Section 12 are reasonable in the context of the nature of the Company’s Business and the competitive injuries
likely to be sustained by the Company if the Participant were to violate such obligations. The Participant further acknowledges that this
Agreement is made in consideration of, and is adequately supported by, the agreement of the Company to perform its obligations under this
Agreement and by other consideration, which the Participant acknowledges constitutes good, valuable and sufficient consideration.



 


		(k)	Other Acknowledgements. The restrictions in this Section 12 do not supersede,
and are in addition to, restrictive covenants contained in any other form of agreement, such as an employment agreement, between the Company
and the Participant, to the extent enforceable pursuant to the terms of the other agreement. Nothing in this Agreement prevents the Participant
from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise
testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.



 


		(l)	Prevailing Party’s Litigation Expenses. In the event of litigation between the Company and
the Participant related to this Section 12, the non-prevailing party shall reimburse the prevailing party for any costs
and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the prevailing party in connection therewith.



 






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13.          Survival.
Subject to any limits on applicability contained therein, Section 12 shall survive and continue in full force in accordance
with its terms notwithstanding any termination of the Participant’s employment or the vesting or forfeiture of this award.


 


14.          Interpretation. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal
Revenue Service.


 


15.          No Right to Future Awards or Employment. The grant of the PRSUs under this Agreement to the Participant is a voluntary,
discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the
PRSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar
allowance, except as otherwise required by law. Nothing contained in this Agreement shall confer upon the Participant any right to be
employed or remain employed by the Company or any of its Subsidiaries, nor limit or affect in any manner the right of the Company or any
of its Subsidiaries to terminate the employment or adjust the compensation of the Participant.


 


16.          Relation to Other Benefits. Any economic or other benefit to the Participant under this Agreement or the Plan shall
not be taken into account in determining any benefits to which the Participant may be entitled under any other compensatory arrangement
maintained by the Company or any of its Subsidiaries.


 


17.          Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the
amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Participant
under this Agreement without the Participant’s written consent, and the Participant’s consent shall not be required to an
amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Exchange Act.


 


18.          Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason
by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and
the remaining provisions hereof shall continue to be valid and fully enforceable.


 


19.          Relation to Plan. The PRSUs granted under this Agreement and all of the terms and conditions hereof are subject to
all of the terms and conditions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan
will govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise
herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.


 


20.          Clawback.
Notwithstanding anything in this Agreement to the contrary, the Participant acknowledges and agrees that this Agreement and the
award described herein are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect
from time to time specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated
thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock may be
traded).


 






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21.          Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the PRSUs and the
Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the
Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents
by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 


22.          Choice of Law; Venue. This Agreement shall be governed by and construed with the internal substantive laws of the
State of Delaware, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
In addition, the Participant agrees that the state and federal courts located in the state of Florida shall have jurisdiction in any action,
suit or proceeding against the Participant based on or arising out of this Agreement and the Participant hereby: (a) submits to the personal
jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against the Participant;
and (c) irrevocably waives any other requirement (whether imposed by statute, rule of court or otherwise) or any objection which the Participant
now or hereafter may have with respect to personal jurisdiction, venue or service of process.


 


23.          Successors and Assigns. Without limiting Section 3 hereof, the provisions of this Agreement shall inure
to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and
the successors and assigns of the Company.


 


24.          Acknowledgement. The Participant acknowledges that the Participant (a) has received a copy of the Plan, (b) has had
an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the
Plan and (d) agrees to such terms and conditions.


 


25.          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same agreement.


 


[Signatures on following page]


 






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IN WITNESS WHEREOF, the undersigned have executed
this Agreement on the day and year indicated below.


 




	 	PURECYCLE TECHNOLOGIES, INC.
	 	 
	 	By:	                           



 


	 	Name:	 



	 	Title:	 



	 	Date:	                           
	 	 
	 	Participant Acknowledgment and Acceptance



 


	 	By:	 



 


	 	Print Name:	 



	 	Date: