EX-10.13





 Exhibit 10.13 

ORIGIN MATERIALS, INC. 

RSU AWARD GRANT NOTICE 

(2021 EQUITY INCENTIVE PLAN) 

Origin Materials, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock
units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Origin Materials, Inc. 2021
Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but
defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

			
	Participant:	 	 
	Date of Grant:	 	 
	Vesting Commencement Date:	 	 
	Number of Restricted Stock Units:	 	 

  

			
	Vesting Schedule:	  	 [__________________________________________________________________].

Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.

		
	Issuance Schedule:	  	One share of Common Stock will be issued at the time set forth in Section 5 of the Agreement for each restricted stock unit which vests.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In
the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control. 



 

	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award. 















									
	ORIGIN MATERIALS, INC.:	 		 	PARTICIPANT:
				
	By:	 	            	 		 	                
	Signature	 		 	Signature
					
	Title:	 	 	 		 	Date:	 	                
					
	Date:	 	 	 		 		 	

 ATTACHMENTS:    Award Agreement, 2021 Equity
Incentive Plan 












 ATTACHMENT I 

ORIGIN MATERIALS, INC. 

AWARD AGREEMENT 
 (2021
EQUITY INCENTIVE PLAN) 
 As reflected by your RSU Award Grant Notice (“Grant Notice”), Origin
Materials, Inc. (the “Company”) has granted you a RSU Award under the Origin Materials, Inc. 2021 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in
your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (this “Agreement”) and the Grant Notice constitute your “RSU Award
Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable. 

The general terms applicable to your RSU Award are as follows: 

1.    GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all
the provisions of the Plan, including but not limited to the provisions in: 
 (a)    Section 6 of the Plan
regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; 

(b)    Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service
notwithstanding the grant of the RSU Award; and 
 (c)    Section 8 of the Plan regarding the tax consequences of
your RSU Award. 
 Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated
and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    GRANT OF THE RSU AWARD. This RSU Award
represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and
subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set
forth in the Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the
other Restricted Stock Units covered by your RSU Award. 
 3.    DIVIDENDS. You
shall receive no benefit or adjustment to this RSU Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect
to any shares of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered to you. 

4.    WITHHOLDING OBLIGATIONS. As further provided in Section 8 of
the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any,
which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company shall
have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to
you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

  
 1. 













 5.    DATE OF ISSUANCE.

 (a)    The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury
Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock
Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions
in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 

(b)    If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on
the next following business day. In addition, if: 
 (i)    the Original Issuance Date does not occur
(1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to
sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under
the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement)), and 

(ii)    either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the
Original Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into a
“same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Obligation in cash, 

then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will
instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original
Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations
Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer
subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 

(c)    To the extent the RSU Award is a Non-Exempt RSU Award, the
provisions of Section 11 of the Plan shall apply. 
 6.    TRANSFERABILITY. Except as
otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution. 

7.    CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 
 8.    NO LIABILITY FOR
TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising
from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or
knowingly and voluntarily declined to do so. 

  
 2. 













 9.    SEVERABILITY. If any
part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid. 
 10.    OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you
acknowledge receipt of the Company’s Trading Policy. 
 11.    QUESTIONS. If you have
questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus. 

  
 3. 













 Attachment II 

2021 EQUITY INCENTIVE PLAN 

  
 1. 













 ORIGIN MATERIALS, INC. 

STOCK OPTION GRANT NOTICE 

(2021 EQUITY INCENTIVE PLAN) 

Origin Materials, Inc. (the “Company”), pursuant to the Company’s 2021 Equity Incentive Plan (the
“Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject
to all of the terms and conditions as set forth herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined
herein but defined in the Plan or the Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 
  

			
	Optionholder:	  	                                     
       
	Date of Grant:	  	                                     
       
	Vesting Commencement Date:	  	                                     
       
	Number of Shares of Common Stock Subject to Option:	  	                                     
       
	Exercise Price (Per Share):	  	                                     
       
	Total Exercise Price:	  	                                     
       
	Expiration Date:	  	                                     
       

 Type of Grant:    [Incentive Stock Option] OR [Nonstatutory Stock Option] 

Exercise and 
 Vesting Schedule: Subject to the
Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows: 

[                   
                                         
                                         
                                         
                                         
                             ] 

Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you
understand and agree that: 
  

	 	•	 	 The Option is governed by this Stock Option Grant Notice (this “Grant Notice”), and the
provisions of the Plan and the Stock Option Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the
“Option Agreement”) may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. 



 

	 	•	 	 [If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you)
cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.] 















	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other
Plan-related documents by electronic delivery and 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.



  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of
Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.



  

	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of
Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option. 



 

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


  

			
	ORIGIN MATERIALS, INC.	  	OPTIONHOLDER:
		
	
By:                         
                                         
                              

Signature    
	  	
                          
                                         
                                 

Signature    

		
	Title:                                    
                                         
                	  	Date:                                     
                                         
              
	Date:                                     
                                         
               	  	

 ATTACHMENTS: Stock Option Agreement, 2021 Equity Incentive Plan, Notice of Exercise 












 ATTACHMENT I 

ORIGIN MATERIALS, INC. 

STOCK OPTION AGREEMENT 

(2021 EQUITY INCENTIVE PLAN) 

As reflected by your Stock Option Grant Notice (“Grant Notice”), Origin Materials, Inc. (the
“Company”) has granted you an option under the Company’s 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant
Notice (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your
Option as specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and
conditions applicable to your Option are as follows: 
 1.    GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a)    Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b)    Section 9(e) regarding the Company’s retained rights to terminate your
Continuous Service notwithstanding the grant of the Option; and 
 (c)    Section 8 regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    EXERCISE. 

(a)    You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time
during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may
include an electronic submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b)    To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i)    cash, check, bank draft or money order; 












 (ii)    subject to Company and/or Committee consent at the time
of exercise, pursuant to a “cashless exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii)    subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned
shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv)    subject to
Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

3.    TERM. You may not exercise your Option before the commencement of its term or after its
term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following: 

(a)    immediately upon the termination of your Continuous Service for Cause; 

(b)    three months after the termination of your Continuous Service for any reason other than Cause, Disability or
death; 
 (c)    12 months after the termination of your Continuous Service due to your Disability; 

(d)    18 months after your death if you die during your Continuous Service; 

(e)    immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in
connection with a Corporate Transaction, 
 (f)    the Expiration Date indicated in your Grant Notice; or 

(g)    the day before the 10th anniversary of the Date of Grant. 












 Notwithstanding the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the
term of your Option shall not expire until the earlier of (i) 18 months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or
(iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the
date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment
terminates. 
 4.    WITHHOLDING OBLIGATIONS. As further provided in
Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as requested by
the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of
your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock
subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree
to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

5.    INCENTIVE STOCK OPTION DISPOSITION
REQUIREMENT. If your Option is an Incentive Stock Option, you must notify the Company in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that
occurs within two years after the date of your Option grant or within one year after such shares of Common Stock are transferred upon exercise of your Option. 

6.    TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the Plan, your
Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

7.    CORPORATE TRANSACTION. Your Option is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 












 8.    NO LIABILITY
FOR TAXES. As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related
to tax liabilities arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have
either done so or knowingly and voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on
the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the
Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently
determined by the Internal Revenue Service. 

9.    SEVERABILITY. If any part of this Option Agreement or the
Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this
Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid 
 10.    OTHER DOCUMENTS. You hereby acknowledge
receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy.

 11.    QUESTIONS. If you have questions regarding these or any other terms and
conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 

* * * * 












 ATTACHMENT II 

2021 EQUITY INCENTIVE PLAN 












 ATTACHMENT III 

ORIGIN MATERIALS, INC. 

NOTICE OF EXERCISE 
 (2021
EQUITY INCENTIVE PLAN) 
  

					
	ORIGIN MATERIALS, INC.	 		  	
	930 RIVERSIDE PARKWAY	 		  	
	SUITE 10	 		  	
	WEST SACRAMENTO, CA 95605	 		  	Date of Exercise: _______________

 This constitutes notice to Origin Materials, Inc. (the “Company”) that I elect to
purchase the below number of shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined in
the Stock Option Grant Notice, Stock Option Agreement or 2021 Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Stock Option Grant Notice, Stock Option Agreement or Plan, as applicable. Use of
certain payment methods is subject to Company and/or Committee consent and certain additional requirements set forth in the Stock Option Agreement and the Plan. 
  

					
	Type of option (check one):	    	Incentive   ☐	  	Nonstatutory   ☐
			
	Date of Grant:	    	_______________	  	
			
	Number of Shares as 
to which Option is 
exercised:	    	_______________	  	
			
	Certificates to be 
issued in name of:	    	_______________	  	
			
	Total exercise price:	    	$______________	  	
			
	 Cash, check, bank draft or money order delivered herewith:
	    	$______________	  	
			
	 Value of ________ Shares delivered herewith:
	    	$______________	  	
			
	 Regulation T Program (cashless exercise)
	    	$______________	  	
			
	 Value of _______ Shares pursuant to net exercise:
	    	$______________	  	













 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Plan, (ii) to satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Stock Option Agreement, and (iii) if this exercise relates to an incentive stock
option, to notify you in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued upon
exercise of this Option. 
  

	
	Very truly yours,