Exhibit 10.2





WORKHORSE
GROUP INC.


100
Commerce Drive


Loveland,
Ohio 45140


 


August
9, 2017


 


Julio
Rodriguez


 


		Re:	Executive
                                         Retention Agreement between Workhorse Group Inc. (the “Company”) and Julio
                                         Rodriguez dated May 19, 2017 (the “Agreement”)



 


Mr.
Rodriguez:


 


Reference
is hereby made to that certain Agreement between the Company and you. As agreed, effective today, your title with the Company
is now Chief Information Officer. As such, the Agreement shall be amended as follows:


 


		1.	Section
                                         1.2 of the Agreement shall be amended and restated as follows:



 


“The
Executive’s job responsibilities will comprise of setting objectives and strategies for the IT department, selecting and
implement suitable technology to streamline all internal operations and help optimize their strategic benefits, designing and
customizing technological systems and platforms to improve customer experience,planning the implementation of new systems
and provide guidance to IT professionals and other staff within the organization, approving purchases of technological equipment
and software and establish partnerships with IT providers, overseeing the technological infrastructure (networks and computer
systems) in the organization to ensure optimal performance, directing and organize IT-related projects, monitoring changes or
advancements in technology to discover ways the company can gain competitive advantage, analyzing the costs, value and risks of
information technology to advise management and suggest actions.”


 


		2.	Section
                                         2.1.1 of the Agreement shall be amended and restated as follows:



 


“Annual
Salary. The Executive’s current base salary of $250,000 per annum, subject to periodic review and modification which
may not be adjusted downward by the Company’s Board of Directors (the “Board”) as may be delegated
to the Compensation Committee of the Board (references herein to the Compensation Committee shall include reference to the Board
if no such Committee exists at any time) at such time or times as it shall determine. The Company’s Compensation Committee
shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s
service with the Company (including, without limitation, stock options or other forms of equity awards).”


 



    


     

    
		3.	Section
                                         2.1.3 of the Agreement shall be amended and restated as follows:



 


Options.
The Executive will be provided with an initial grant of options to purchase 300,000 shares of common
stock, which shall vest over four (4) years in equal quarterly installments of 18,750 shares per quarter commencing June 30, 2017.
 The exercise price of the options shall be $5.28 per share and the term shall be ten years. The Executive has agreed
that such options shall not be exercisable until such time that the Company has adopted its 2017 Stock Incentive Plan and increased
its authorized shares of common stock, which such restriction may be waived by the Board of Directors in its sole discretion.
The Executive may be eligible for additional equity incentive grants, subject to Executive’s
continued employment and satisfactory job performance, which may be made from time to time, by the Board, on the same terms as
other executive employees of the Company. Terms and conditions of all the equity incentive grants, will be in accordance
with the terms of the Company’s Equity Incentive Plan in effect at the time of each such grant.


 


Please
sign below indicating that you have agreed with the above terms. 


 





	 	Sincerely,

                                              

	 	

Workhorse
Group Inc.




	 	 
	 	By: 	/s/ Stephen S. Burns
	 	 	Stephen S. Burns
Chief Executive Officer









ACKNOWLEDGED
AND AGREED:


 


Executive







/s/ Julio Rodriguez


 





Julio Rodriguez


 



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